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Filed Pursuant to Rule 424(b)(3)
Registration File No.: 333-233699

TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

         On July 12, 2019, Milacron Holdings Corp., or Milacron, Hillenbrand, Inc., or Hillenbrand, and Bengal Delaware Holding Corporation, a wholly owned subsidiary of Hillenbrand, or Merger Sub, entered into an Agreement and Plan of Merger that provides for the acquisition of Milacron by Hillenbrand. Subject to approval of Milacron stockholders and the satisfaction or (to the extent permitted by law) waiver of certain other closing conditions, Hillenbrand will acquire Milacron through the merger of Merger Sub with and into Milacron, with Milacron surviving the merger and becoming a wholly owned subsidiary of Hillenbrand.

         If the merger is completed, each share of Milacron common stock (other than shares (1) held by Milacron as treasury stock or owned by Hillenbrand or Merger Sub, which will be canceled, (2) held by any wholly owned subsidiary of either Milacron or Hillenbrand (other than Merger Sub), which will be converted into shares of common stock of the surviving corporation (par value $0.01 per share) and (3) held by a holder who has not voted in favor of adoption of the merger agreement or consented thereto in writing and who has properly exercised appraisal rights in respect of such shares (and has not failed to perfect, withdrawn or otherwise lost such appraisal rights in respect of such shares) in accordance with the General Corporation Law of the State of Delaware) will be converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes. For more details on the merger consideration, see "The Merger Agreement—Merger Consideration; Fractional Shares" beginning on page 104.

         Based on Hillenbrand's closing stock price of $29.78 on October 16, 2019, the most recent practicable date for which such information was available prior to the date of this proxy statement/prospectus, the merger consideration represented approximately $16.60 in value per share of Milacron common stock, which represents a premium of approximately 22.7% over Milacron's closing stock price on July 11, 2019, the last trading day before Milacron announced it had entered into the merger agreement with Hillenbrand. The value of the stock portion of the merger consideration to be received in exchange for each share of Milacron common stock will fluctuate with the market value of Hillenbrand common stock until the transaction is complete. As a result, the value of the merger consideration that Milacron stockholders will receive upon completion of the merger could be greater than, less than or the same as the value of the merger consideration on the date of this proxy statement/prospectus or at the time of the Milacron special meeting. Shares of Milacron common stock and Hillenbrand common stock are traded on the NYSE under the symbols "MCRN" and "HI," respectively. We urge you to obtain current market quotations for the shares of common stock of Hillenbrand and Milacron. Upon completion of the merger, Hillenbrand shareholders will own approximately 84% of the combined company, and Milacron stockholders will own approximately 16%.

         Milacron is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about this meeting, the merger and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such stockholder's behalf. Such proxy need not be a holder of Milacron common stock. We urge you to read this proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the "Risk Factors" section beginning on page 36.

         Your vote is very important regardless of the number of shares of Milacron common stock that you own. The merger cannot be completed without the adoption of the merger agreement and approval of the merger by the affirmative vote of a majority of the outstanding shares of Milacron common stock entitled to vote at the special meeting. A failure to vote your shares, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the proposal to adopt the merger agreement and approve the merger.

         Whether or not you plan to attend the special meeting of stockholders, please submit your proxy as soon as possible to make sure that your shares are represented at the meeting.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

         This proxy statement/prospectus is dated October 18, 2019, and is first being mailed to stockholders of Milacron on or about October 21, 2019.

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MILACRON HOLDINGS CORP.

10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on November 20, 2019

To the Stockholders of Milacron Holdings Corp.:

        We are pleased to invite you to attend the special meeting of stockholders of Milacron Holdings Corp., a Delaware corporation, or Milacron, which will be held at the offices of Ropes & Gray LLP located at 1211 Avenue of the Americas, New York, New York, 10036, on November 20, 2019, at 9:00 a.m. (Eastern Time) for the following purposes:

        1.     Adoption of the Merger Agreement.    To vote on a proposal to adopt the Agreement and Plan of Merger, dated as of July 12, 2019, by and among Hillenbrand, Inc., Bengal Delaware Holding Corporation and Milacron Holdings Corp. (which is referred to as the merger agreement, as the same may be amended from time to time), and approve the merger contemplated thereby, which is further described in the sections titled "The Merger" and "The Merger Agreement," beginning on pages 49 and 104, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice, which is referred to as the merger proposal;

        2.     Merger-Related Compensation.    To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Milacron's named executive officers in connection with the merger contemplated by the merger agreement, which is referred to as the merger-related compensation proposal; and

        3.     Adjournment of the Special Meeting.    To vote on a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal, which is referred to as the adjournment proposal.

        Milacron will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment thereof by or at the direction of the Milacron board of directors, which is referred to as the Milacron Board. Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

        The Milacron Board has fixed the close of business on October 18, 2019 as the record date for the special meeting. Only Milacron stockholders of record at that time are entitled to receive notice of, and to vote at, the special meeting or any adjournment thereof. A complete list of such stockholders will be available for inspection by any stockholder for any purpose germane to the special meeting during ordinary business hours for the 10 days preceding the special meeting at Milacron's principal place of business. The eligible Milacron stockholder list will also be available at the special meeting for examination by any stockholder of record present at such meeting.

        If you plan to attend the special meeting, admission will be by ticket only. If you are a registered stockholder (your shares are held in your name), you should bring the top portion of the proxy card, which will serve as your admission ticket. If you are a beneficial owner (your shares are held in the name of a bank, broker or other holder of record) and plan to attend the meeting in person, you must obtain an admission ticket in advance by writing to Milacron Holdings Corp., c/o Innisfree M&A

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Incorporated, 501 Madison Avenue, 20th Floor, New York, New York, 10022. Please be sure to enclose proof of ownership, such as the voting instruction form from your broker or other nominee or an account statement. You will also be required to present valid, government-issued photo identification, such as a driver's license or passport, to be admitted to the special meeting.

        Completion of the merger is conditioned upon adoption of the merger agreement and approval of the merger by the Milacron stockholders, which requires the affirmative vote of a majority of the outstanding shares of Milacron common stock entitled to vote at the special meeting.

        The Milacron Board has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, determined that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interest of Milacron and its stockholders, and unanimously recommends that Milacron stockholders vote:

•

"FOR" the merger proposal;  



•

"FOR" the merger-related compensation proposal; and  



•

"FOR" the adjournment proposal.  

        Your vote is very important regardless of the number of shares of common stock that you own. A failure to vote your shares, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the merger proposal. Whether or not you expect to attend the special meeting in person, to ensure your representation at the special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (1) visiting the Internet site listed on the proxy card, (2) calling the toll-free number listed on the Milacron proxy card or (3) submitting your proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Milacron stock who is present at the special meeting may vote in person, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the accompanying document. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by the broker, bank or other nominee.

        The enclosed proxy statement/prospectus provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read this proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of common stock, please contact Milacron's proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20^th Floor
New York, New York 10022
Stockholders may call toll-free: (877) 825-8772
Banks and brokers may call collect: (212) 750-5833

By Order of the Milacron Holdings Corp. Board of Directors,

Cincinnati, Ohio
October 18, 2019

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REFERENCES TO ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates by reference important business and financial information about Hillenbrand and Milacron from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see "Where You Can Find More Information" beginning on page 180.

        You can obtain any of the documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone as follows:

For information related to Milacron:
Innisfree M&A Incorporated
501 Madison Avenue, 20^th Floor
New York, New York 10022
Stockholders may call toll-free: (877) 825-8772
Banks and brokers may call collect: (212) 750-5833

For information related to Hillenbrand:
Hillenbrand, Inc.
One Batesville Boulevard
Batesville, Indiana 47006
Attention: Investor Relations
(812) 931 6000

        To receive timely delivery of the documents in advance of the special meeting, you should make your request no later than November 13, 2019, which is five business days before the special meeting.

        You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the Securities and Exchange Commission, or the SEC, website at www.sec.gov. In addition, you may obtain copies of documents filed by Hillenbrand with the SEC on Hillenbrand's Internet website at https://www.hillenbrand.com under the tab "Investors," then under the tab "Financial Reports" and subtab "SEC Filings" or by contacting Hillenbrand's Investor Relations at Hillenbrand, Inc., One Batesville Boulevard, Batesville, Indiana 47006 or by calling (812) 931 6000. You may also obtain copies of documents filed by Milacron with the SEC on Milacron's Internet website at https://www.milacron.com under the tab "Investors" and then under the heading "SEC Filings" or by contacting Milacron's Investor Relations at 10200 Alliance Road, Suite 200, Cincinnati, Ohio 45242 Attn: Bruce Chalmers, or by calling (513) 487-5000.

        We are not incorporating the contents of the websites of the SEC, Hillenbrand, Milacron, or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Hillenbrand (File No. 333-233699), constitutes a prospectus of Hillenbrand under Section 5 of the Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the shares of common stock, no par value, of Hillenbrand to be issued to Milacron stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of Milacron under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act. It also constitutes a notice of meeting with respect to the Milacron stockholders' meeting, at which Milacron stockholders will be asked to consider and vote upon the proposal to adopt the merger agreement and approve the merger and certain other proposals.

        All references in this proxy statement/prospectus to Hillenbrand refer to Hillenbrand, Inc., an Indiana corporation, and/or its consolidated subsidiaries, unless the context requires otherwise. All references in this proxy statement/prospectus to Milacron refer to Milacron Holdings Corp., a Delaware corporation, and/or its consolidated subsidiaries, unless the context requires otherwise. All references in this proxy statement/prospectus to Merger Sub refer to Bengal Delaware Holding Corporation, a Delaware corporation and wholly owned subsidiary of Hillenbrand, unless the context requires otherwise.

        Hillenbrand has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to Hillenbrand and Bengal Delaware Holding Corporation, and Milacron has supplied all such information relating to Milacron.

        You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. Hillenbrand and Milacron have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth above on the cover page of this proxy statement/prospectus, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Milacron stockholders nor the issuance by Hillenbrand of shares of common stock pursuant to the merger agreement will create any implication to the contrary.

        This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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QUESTIONS & ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

        The following questions and answers briefly address some commonly asked questions about the merger, the merger agreement and the special meeting. They may not include all the information that is important to stockholders of Milacron. Stockholders should carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference herein.

Q:    What is the merger?

A:

Hillenbrand, Milacron and Merger Sub have entered into an Agreement and Plan of Merger, dated as of July 12, 2019, which (as the same may be amended from time to time) is referred to as the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of Milacron by Hillenbrand. Under the merger agreement, subject to satisfaction or (to the extent permitted by law) waiver of the conditions set forth in the merger agreement and described hereinafter, Merger Sub will merge with and into Milacron, with Milacron continuing as the surviving corporation and a wholly owned subsidiary of Hillenbrand, in a transaction which is referred to as the merger. As a result of the merger, Milacron will no longer be a publicly-held company. Following the merger, Milacron common stock will be delisted from the New York Stock Exchange, which is referred to as the NYSE, and deregistered under the Exchange Act.

Q:    Why am I receiving these materials?

A:

Milacron is sending these materials to its stockholders to help them decide how to vote their shares of common stock with respect to the merger and other matters to be considered at the special meeting.

The merger cannot be completed unless Milacron stockholders adopt the merger agreement and approve the merger. Milacron is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about the special meeting, the merger, the merger agreement and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus.

This proxy statement/prospectus constitutes both a proxy statement of Milacron and a prospectus of Hillenbrand. It is a proxy statement because the Milacron board of directors, which is referred to as the Milacron Board, is soliciting proxies from Milacron's stockholders. It is a prospectus because Hillenbrand will issue shares of its common stock in exchange for outstanding shares of Milacron common stock in the merger. This proxy statement/prospectus includes important information about the merger, the merger agreement and the special meeting. Milacron stockholders should read this information carefully and in its entirety. The enclosed voting materials allow stockholders to vote their shares by proxy without attending the special meeting in person.

Q:    What will Milacron stockholders receive in the merger?

A:

If the merger is completed, each share of Milacron common stock (other than shares (1) held by Milacron as treasury stock or owned by Hillenbrand or Merger Sub, which will be canceled, (2) held by any wholly owned subsidiary of either Milacron or Hillenbrand (other than Merger Sub), which will be converted into shares of common stock of the surviving corporation (par value $0.01 per share) or (3) held by a holder who has not voted in favor of adoption of the merger agreement or consented thereto in writing and who has properly exercised appraisal rights in respect of such shares (and has not failed to perfect, withdrawn or otherwise lost such appraisal rights in respect of such shares) in accordance with the General Corporation Law of the State of Delaware (which is referred to as the DGCL), all of which are collectively referred to herein as excluded shares) will be converted into (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any

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applicable withholding taxes. The cash and Hillenbrand stock payable in exchange for each such share of Milacron common stock are collectively referred to as the merger consideration.

If the Hillenbrand stock price was calculated based on the average of the volume-weighted average prices per share of Hillenbrand common stock for each of the 10 consecutive trading days ending immediately prior to October 17, 2019, the most recent practicable date for which such information was available, holders of Milacron common stock would receive $11.80 in cash, without interest, and 0.1612 shares of Hillenbrand common stock, representing total merger consideration of approximately $16.49 per share of Milacron common stock. The actual value of the merger consideration may well differ from this example, given the Hillenbrand stock price will not be determinable until the trading day prior to the closing of the merger. The common stock of Hillenbrand is listed on the New York Stock Exchange under the symbol "HI," and the common stock of Milacron is listed on the New York Stock Exchange under the symbol "MCRN." We urge you to obtain current market quotations for the shares of common stock of Hillenbrand and Milacron.

No fractional shares of Hillenbrand common stock will be issued in the merger. Each holder of shares of Milacron common stock or equity award that will convert into the right to receive Hillenbrand common stock and who otherwise would have been entitled to a fraction of a share of Hillenbrand common stock will be entitled to receive, in lieu of such fractional share, an amount of cash (rounded down to the nearest whole cent), without interest, equal to (1) the amount of the fractional share interest in a share of Hillenbrand common stock to which such holder would otherwise be entitled (rounded to three decimal places) multiplied by (2) the volume weighted average trading price of Hillenbrand common stock for the ten consecutive trading days ending on the trading day immediately preceding the date the merger is completed. No such holder of a fractional share interest will be entitled to dividends, voting rights or any other rights in respect of any fractional share.

Q:    How will Hillenbrand pay the cash component of the merger consideration?

A:

Hillenbrand's obligation to complete the merger is not conditioned upon its obtaining financing. Hillenbrand estimates that approximately $1.7 billion will be required to pay the aggregate cash portion of the merger consideration, to pay off Milacron's existing debt and to pay fees and expenses relating to the transaction. In connection with the proposed transaction, Hillenbrand entered into a commitment letter on July 12, 2019, pursuant to which JPMorgan Chase Bank, N.A. committed to fully provide a 364-day senior unsecured bridge facility in an aggregate principal amount of $1.1 billion. Hillenbrand expects to permanently finance the cash portion of the transaction, pay off Milacron's outstanding debt upon completion of the merger, and pay fees, costs and expenses associated with the transaction with available cash, as well as, (i) approximately $375 million in aggregate principal amount of unsecured 4.500% senior notes due 2026 issued in an underwritten public offering completed on September 25, 2019 and (ii) borrowings under its third amended and restated credit agreement, as most recently amended on October 8, 2019, in the form of approximately $725 million of new term loan debt and approximately $638.1 million of borrowings under Hillenbrand's revolving credit facility. The commitments under the bridge facility commitment letter have been reduced to zero with the commitments for such term loans and with the proceeds from such securities offering, and the bridge facility commitment letter has been terminated.

For a more complete description of sources of funding for the merger and related costs, see "The Merger—Financing of the Merger and Treatment of Existing Debt" beginning on page 95.

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Q:    What equity stake will Milacron stockholders hold in Hillenbrand immediately following the merger?

A:

Upon the completion of the merger, each Milacron stockholder will receive 0.1612 shares of Hillenbrand common stock in return for each share of Milacron common stock, which will result in former Milacron stockholders holding approximately 16% of the combined company.

Q:    When do Hillenbrand and Milacron expect to complete the transaction?

A:

Hillenbrand and Milacron are working to complete the transaction as soon as practicable. We currently expect that the transaction will be completed in the fourth quarter of 2019. Neither Hillenbrand nor Milacron can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company's control, including obtaining the necessary regulatory approvals.

Q:    What are the conditions to completion of the merger?

A:

In addition to the approval of the merger proposal by Milacron stockholders as described above, completion of the merger is subject to the satisfaction of a number of other conditions, including (1) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is referred to as the HSR Act, and any clearance or approval of regulatory authorities in Austria, Germany, Poland, Canada, China and, if applicable, the European Union having been obtained, (2) no governmental authority of any competent jurisdiction having issued or entered any order or enacted or promulgated any applicable law after the date of the merger agreement having the effect of restraining, enjoining or otherwise prohibiting the completion of the merger and (3) the absence of a material adverse effect (as defined in the merger agreement) on either Hillenbrand or Milacron. The waiting period under the HSR Act expired at 11:59 p.m. (Eastern Time) on August 26, 2019. The parties received the necessary regulatory approvals in Austria on September 6, 2019, in Germany on August 28, 2019, in Poland on September 27, 2019, in Canada on September 4, 2019, and in China on September 16, 2019.

See "The Merger Agreement—Conditions to the Merger" beginning on page 124.

Q:    What am I being asked to vote on, and why is this approval necessary?

A:

Milacron stockholders are being asked to vote on the following proposals:

1.

Adoption of the Merger Agreement.    To vote on a proposal to adopt the merger agreement, as the same may be amended from time to time and approve the merger contemplated thereby, which is further described in the sections titled "The Merger" and "The Merger Agreement," beginning on pages 49 and 104, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice, which is referred to as the merger proposal;

2.

Merger-Related Compensation.    To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Milacron's named executive officers in connection with the merger contemplated by the merger agreement, which is referred to as the merger-related compensation proposal; and

3.

Adjournment of the Special Meeting.    To vote on a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal, which is referred to as the adjournment proposal.

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Approval of the merger proposal by Milacron stockholders is required for completion of the merger.

Q:    What vote is required to approve each proposal at the Special Meeting?

A:

The merger proposal:    The affirmative vote of a majority of the outstanding shares of Milacron common stock and entitled to vote (in person or by proxy) at the special meeting is required to approve the merger proposal, which is referred to as the stockholder approval.

The merger-related compensation proposal:    The affirmative vote of a majority of the shares of Milacron common stock represented (in person or by proxy) at the special meeting and voting on the proposal, assuming a quorum, is required to approve the merger-related compensation proposal.

The adjournment proposal:    The affirmative vote of a majority of the shares of Milacron common stock represented (in person or by proxy) at the special meeting and voting on the proposal, assuming a quorum, is required to approve the adjournment proposal. If a quorum is not present at the special meeting, the chairperson of the special meeting will have the power to adjourn the meeting without a vote of the stockholders.

Q:    How many votes do I have?

A:

Each Milacron stockholder is entitled to one vote for each share of Milacron common stock held of record as of the record date.

As of the close of business on the record date, there were 70,495,009 shares of Milacron common stock outstanding and entitled to vote. As summarized below, there are some important distinctions between shares held of record and those owned beneficially in "street name."

Q:    What constitutes a quorum?

A:

The presence at the special meeting, in person or by proxy, of the holders of record of a majority in voting power of the shares entitled to vote at the special meeting of stockholders will constitute a quorum for the transaction of business at the special meeting. Abstentions (shares present at the meeting in person or by proxy that are voted "ABSTAIN") will be counted as present for purposes of determining the establishment of a quorum for the transaction of business at the special meeting.

Q:    How does the Milacron Board recommend that I vote?

A:

The Milacron Board unanimously recommends that Milacron stockholders vote: "FOR" the merger proposal, "FOR" the merger-related compensation proposal, and "FOR" the adjournment proposal.

Q:    Why did the Milacron Board approve the merger agreement and the transactions contemplated by the merger agreement, including the merger?

A:

For additional information regarding the Milacron Board's reasons for approving and recommending the adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, see the section entitled "The Merger—Milacron Board of Directors' Recommendation and Reasons for the Merger" beginning on page 64.

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Q:    Do any of Milacron's directors or executive officers have interests in the merger that may differ from those of Milacron stockholders?

A:

Milacron's directors and executive officers have certain interests in the merger that may be different from, or in addition to, the interests of Milacron stockholders generally. The Milacron Board was aware of and considered these interests, among other matters, in evaluating the merger agreement and the merger and in recommending that the stockholders adopt the merger agreement. For more information regarding these interests, see "The Merger—Interests of Directors and Executive Officers of Milacron in the Merger" beginning on page 83.

Q:    Why am I being asked to consider and vote on a proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation?

A:

Under SEC rules, Milacron is required to seek an advisory (non-binding) vote with respect to the compensation that may be paid or become payable to its named executive officers that is based on, or otherwise relates to, the merger.

Q:    What happens if the merger-related compensation proposal is not approved?

A:

Approval of the merger-related compensation proposal is not a condition to completion of the merger, and because the vote on the merger-related compensation proposal is advisory only, it will not be binding on Milacron. Accordingly, if the merger is approved and the other conditions to closing are satisfied or waived, the merger will be completed even if the merger-related compensation proposal is not approved. If the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to Milacron's named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the merger-related compensation proposal.

Q:    What do I need to do now?

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, please vote your shares of Milacron common stock as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Please do not submit your stock certificates at this time. If the merger is completed, you will receive instructions for surrendering your stock certificates in exchange for the merger consideration.

Q:    Does my vote matter?

A:

Yes. The merger cannot be completed unless the proposal to adopt the merger agreement is approved by holders of a majority of the outstanding shares of Milacron common stock entitled to vote at the special meeting. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the effect of a vote cast "AGAINST" such proposal. The Milacron Board unanimously recommends that stockholders vote "FOR" the proposal to adopt the merger agreement and approve the merger.

Q:    How do I vote?

A:

If you are a stockholder of record of Milacron as of the close of business on October 18, 2019, which is referred to as the record date, you are entitled to receive notice of, and cast a vote at, the

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special meeting. Each holder of Milacron common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of Milacron common stock that such holder owned of record as of the record date. You may submit your proxy before the special meeting in one of the following ways:

•

Telephone voting—use the toll-free number shown on your proxy card;



•

Via the Internet—visit the website shown on your proxy card to vote via the Internet; or



•

Mail—complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.


If you are a stockholder of record, you may also cast your vote in person at the special meeting.

If your shares are held in "street name," through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. "Street name" stockholders who wish to vote at the meeting will need to obtain a "legal proxy" form from their broker, bank or other nominee.

Q:    What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

You are a "stockholder of record" if your shares are registered directly in your name with Milacron's transfer agent, Computershare Trust Company, N.A. As the stockholder of record, you have the right to vote in person at the special meeting. You may also vote by Internet, telephone or mail, as described in the notice and above under the heading "How do I vote?" You are deemed to beneficially own shares in "street name" if your shares are held by a bank, brokerage firm or other nominee or other similar organization. Your bank, brokerage firm or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. If you beneficially own your shares, you are invited to attend the special meeting; however, you may not vote your shares in person at the special meeting unless you obtain a "legal proxy" from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Q:    If my shares are held in "street name" by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

A:

If your shares are held in "street name" in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in "street name" by returning a proxy card directly to Milacron or by voting in person at the special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Your broker, bank or other nominee is obligated to provide you with a voting instruction card for you to use.

Brokers who hold shares in "street name" for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters determined to be "non-routine" without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the special meeting are "non-routine" matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

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If you are a beneficial owner of Milacron shares and you do not instruct your broker, bank or other nominee on how to vote your shares:

•

your broker, bank or other nominee may not vote your shares on the merger proposal, which broker non-votes, if any, will have the same effect as a vote "AGAINST" such proposal;



•

your broker, bank or other nominee may not vote your shares on the merger-related compensation proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal (assuming a quorum is present); and



•

your broker, bank or other nominee may not vote your shares on the adjournment proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal (regardless of whether a quorum is present).

Q:    When and where is the special meeting? What must I bring to attend the special meeting?

A:

The special meeting of Milacron stockholders will be held at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York, 10036, on November 20, 2019 at 9:00 a.m. (Eastern Time). Subject to space availability, all stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at 8:00 a.m. (Eastern Time).

If you plan to attend the special meeting, admission will be by ticket only and you must bring a valid, government-issued photo identification. If you are a registered stockholder (your shares are held in your name), you should bring the top portion of the proxy card, which will serve as your admission ticket. If you are a beneficial owner (your shares through a broker, bank or other holder of record you must obtain an admission ticket in advance by writing to Milacron Holdings Corp., c/o Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York, 10022. Please be sure to enclose proof of ownership, such as the voting instruction form from your broker or other nominee or an account statement.

Q:    What if I fail to vote or abstain?

A:

For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting in person and does not vote or returns a proxy with an "abstain" instruction.

Merger proposal:    An abstention will have the effect of a vote cast "AGAINST" the merger proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have the same effect of a vote cast "AGAINST" such proposal.

Merger-related compensation proposal:    An abstention will have the effect of a vote cast "AGAINST" the merger-related compensation proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the outcome of the merger-related compensation proposal (assuming a quorum is present).

Adjournment proposal:    An abstention will have the effect of a vote cast "AGAINST" the adjournment proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal (regardless of whether a quorum is present).

Q:    What will happen if I return my proxy or voting instruction card without indicating how to vote?

A:

If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted as recommended by the Milacron Board with respect to that proposal.

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Q:    What happens if I sell my shares of Milacron common stock after the record date but before the special meeting?

A:

The record date for the special meeting (the close of business on October 18, 2019) is earlier than the date of the special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of common stock after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration to be received by the stockholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q:    May I change or revoke my vote after I have delivered my proxy or voting instruction card?

A:

Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of the following four ways:

(1)

by logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case, if you are eligible to do so;

(2)

by sending a notice of revocation to the corporate secretary of Milacron;

(3)

by sending a completed proxy card bearing a later date than your original proxy card; or

(4)

by attending the special meeting and voting in person.

If you choose any of the first three methods, you must take the described action such that Milacron receives your revocation no later than the beginning of the special meeting.

If your shares are held in an account at a broker, bank or other nominee and you have delivered your voting instruction card or otherwise given instruction on how to vote your shares to your broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

Q:    Where can I find the voting results of the special meeting?

A:

The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, Milacron intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q:    What are the U.S. federal income tax consequences of the merger?

A:

The exchange of Milacron common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local or non-U.S. income or other tax laws. In general, for U.S. federal income tax purposes, a U.S. holder (as defined in "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 97) of Milacron common stock who receives the merger consideration in exchange for such U.S. holder's shares of Milacron common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the sum of the fair market value of the Hillenbrand common stock and the amount of cash, including cash in lieu of a fractional share of Hillenbrand common stock, received in the merger and (2) such U.S. holder's adjusted tax basis in the shares of Milacron common stock exchanged therefor.

A stockholder that is a non-U.S. holder (as defined under the caption, "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 97) will generally not be subject to U.S. federal income tax with respect to the exchange of Milacron common stock pursuant to the

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merger unless such non-U.S. holder has certain connections to the United States, but may be subject to backup withholding tax unless the non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

In certain circumstances, as the result of application of Section 304 of the Internal Revenue Code of 1986, which is referred to as the Code, a holder of Milacron common stock could be treated as receiving a dividend in an amount up to the cash consideration received by such holder in the merger. As a result of the possibility of such deemed dividend treatment, a non-U.S. holder of Milacron common stock may be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) with respect to the cash consideration received in the merger. Holders of Milacron common stock should consult their own tax advisors regarding the potential application of Section 304 of the Code to the merger.

For a more complete description of the U.S. federal income tax consequences of the merger, see "The Merger—Material U.S. Federal Income Tax Consequences" beginning on page 97.

This proxy statement/prospectus contains a discussion of the material U.S. federal income tax consequences of the merger. This discussion does not address any non-U.S. tax consequences, nor does it pertain to state or local income or other tax consequences. You should consult your own tax advisors regarding the particular U.S. federal income tax consequences of the merger to you in light of your particular circumstances, as well as the particular tax consequences to you of the merger under any state, local or non-U.S. income or other tax laws.

Q:    Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page 36. You also should read and carefully consider the risk factors of Hillenbrand and Milacron contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q:    Do I have appraisal rights in connection with the transaction?

A:

Subject to the closing of the merger, record holders of Milacron common stock who do not vote in favor of the merger proposal and otherwise comply fully with the requirements and procedures of Section 262 of the DGCL may exercise their rights of appraisal, which generally entitle stockholders to receive a lump sum cash payment equal to the fair value of their common stock exclusive of any element of value arising from the accomplishment or expectation of the merger. The "fair value" could be higher or lower than, or the same as, the merger consideration. A detailed description of the appraisal rights and procedures available to Milacron stockholders is included in "Appraisal Rights" beginning on page 173. The full text of Section 262 of the DGCL is attached as Annex C to this proxy statement/prospectus.

Q:    What will happen to my stock-based awards?

A:

Treatment of Stock Options

Upon completion of the merger, each then-outstanding stock option with a per share exercise price that is less than the per share value of the merger consideration, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement) in respect of each "net share" subject to such stock option, less applicable tax withholdings. With respect to each stock option, a "net share" is equal to (i) the product of (x) the number of shares of Milacron common stock subject to such stock option and (y) the excess of the

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per share value of the merger consideration over the per share exercise price of such stock option as of immediately prior to the completion of the merger, divided by (ii) the per share value of the merger consideration. Upon the completion of the merger, each then-outstanding stock option with a per share exercise price that is greater than or equal to the per share value of the merger consideration, whether vested or unvested, will be canceled for no consideration.

Treatment of Restricted Shares

Upon completion of the merger, each then-outstanding restricted share award that was granted prior to July 12, 2019 will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such restricted share award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings.

In the event that Milacron grants restricted share awards following July 12, 2019, any such restricted share awards that remain outstanding immediately prior to the completion of the merger will be converted into restricted share awards with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such restricted share award as of immediately prior to the completion of the merger and (ii) the sum of the stock portion of the per share merger consideration and the quotient obtained by dividing (x) the cash portion of the per share merger consideration by (y) the volume weighted average trading price of Hillenbrand common stock on the New York Stock Exchange for the ten consecutive trading days ending on the trading day immediately preceding the completion of the merger (the sum described in (ii) is also referred to as the equity award exchange ratio), with any fractional shares rounded down to the nearest whole share. The converted restricted share awards will have substantially the same terms and conditions as were applicable to such restricted share awards immediately prior to the completion of the merger, except the restricted share awards will be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

Treatment of Restricted Stock Units

Upon completion of the merger, each then-outstanding restricted stock unit, also referred to as RSU awards, that vests solely based on the satisfaction of time-based criteria and was granted prior to July 12, 2019 or was granted to a non-employee director of Milacron, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such RSU award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings; provided that the number of shares of Milacron common stock subject to each such RSU award granted to non-employee directors following July 12, 2019 will be prorated based on the number of days elapsed between January 1, 2020 and the date the merger is completed.

In the event that Milacron grants RSU awards following July 12, 2019, any such RSU awards (other than those granted to non-employee directors) that remain outstanding immediately prior to the completion of the merger will be converted into RSU awards with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such RSU award and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted RSU awards will have substantially the same terms and conditions as were applicable to such RSU awards immediately prior to the completion of the merger, except the RSU awards will be subject to double trigger

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vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

Treatment of Performance Stock Units

Upon completion of the merger, each then-outstanding performance stock unit (i.e., a restricted stock unit that vests in whole or in part based on the satisfaction of performance-based criteria), also referred to as PSU awards, that was granted prior to July 12, 2019, whether vested or unvested, will be canceled and converted into the right to receive the merger consideration in respect of each share of Milacron common stock subject to such PSU award (including cash in lieu of any fractional shares, dividends or other distributions payable pursuant to the merger agreement), less applicable tax withholdings; provided that, in the case of a PSU award subject to unsatisfied performance conditions for a performance period that includes the date the merger is completed, for purposes of calculating the payment of the merger consideration, the number of shares of common stock subject to such PSU award will be determined as though such performance conditions were satisfied at the applicable target level of performance.

In the event that Milacron grants PSU awards following July 12, 2019, any such PSU awards that remain outstanding immediately prior to the completion of the merger will be converted into Hillenbrand performance stock unit awards, or Hillenbrand PSU awards, with respect to a number of shares of Hillenbrand common stock equal to the product of (i) the number of shares of Milacron common stock subject to such PSU award and (ii) the equity award exchange ratio, with any fractional shares rounded down to the nearest whole share. The converted PSU awards will have substantially the same terms and conditions as were applicable to such PSU awards immediately prior to the completion of the merger, provided that the board of directors of Hillenbrand, or a committee thereof, may adjust the performance-based vesting conditions applicable to such awards to reflect the merger. The PSU awards will also be subject to double trigger vesting upon a termination of the grantee's employment by Hillenbrand other than for cause or by the grantee for good reason, in each case, within 12 months following the completion of the merger only with respect to a prorated portion of the next tranche scheduled to vest.

Treatment of Stock Appreciation Rights

Upon completion of the merger, each then-outstanding award of stock appreciation rights, also referred to as SARs, with a per share strike price that is less than the per share value of the merger consideration, whether vested or unvested, will be canceled and converted into the right to receive a lump sum cash payment equal to the product of (i) the number of shares of Milacron common stock subject to such SAR and (ii) the excess of the per share value of the merger consideration over the per share strike price of such SAR as of immediately prior to the completion of the merger, less applicable tax withholdings. Upon the completion of the merger, each then-outstanding SAR with a per share strike price that is greater than or equal to the per share value of the merger consideration, whether vested or unvested, will be canceled for no consideration.

Q:    Whom should I contact if I have any questions about the proxy materials or voting?

A:

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Innisfree M&A Incorporated, the proxy solicitation agent for Milacron, toll-free at (877) 825-8772 or (212) 750-5833 (bankers and brokers call collect).

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF HILLENBRAND

        The following table presents selected historical consolidated financial data for Hillenbrand as of and for the fiscal years ended September 30, 2018, 2017, 2016, 2015 and 2014. This information has been derived from Hillenbrand's audited consolidated financial statements. The historical consolidated financial data as of and for the nine months ended June 30, 2019 and 2018 has been derived from Hillenbrand's unaudited condensed consolidated financial statements.

        The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in Hillenbrand's Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and Hillenbrand's Quarterly Report on Form 10-Q for the nine months ended June 30, 2019, including the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes therein. See the section entitled "Where You Can Find More Information" beginning on page 180.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MILACRON

        The following table presents selected historical consolidated financial data for Milacron as of and for the periods and as the fiscal years ended December 31, 2018, 2017, 2016, 2015 and 2014. This information is derived from Milacron's audited consolidated financial statements. The selected historical consolidated financial data as of and for the six months ended June 30, 2019 and 2018 has been derived from Milacron's unaudited condensed consolidated financial statements.

        In May 2019, Milacron entered into a definitive agreement with OC Spartan Acquisition, Inc., or OC, to sell substantially all of the assets of its Uniloy blow molding business to OC for a purchase price of $52.0 million. The Uniloy blow molding business is reflected as a discontinued operation in the selected historical consolidated financial data for the years ended December 31, 2018, 2017 and 2016 and as of December 31, 2018 and 2017. The selected historical consolidated financial data for the years ended December 31, 2015 and 2014 and as of December 31, 2016, 2015 and 2014 does not reflect the classification of Milacron's Uniloy blow molding business as a discontinued operation.

        The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in Milacron's Current Report on Form 8-K filed with the SEC on September 6, 2019, Milacron's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Milacron's Quarterly Report on Form 10-Q for the six months ended June 30, 2019, including the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes therein. See the section entitled "Where You Can Find More Information" beginning on page 180.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following selected unaudited pro forma condensed combined financial information gives effect to the merger and the related financing transactions as described in the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 138. The selected unaudited pro forma condensed combined balance sheet data as of June 30, 2019 give effect to the merger as if it had been completed on June 30, 2019. The selected unaudited pro forma condensed combined statements of income data for the fiscal year ended September 30, 2018 and for the nine months ended June 30, 2019 give effect to the merger as if it had been completed on October 1, 2017.

        Hillenbrand and Milacron have different fiscal year ends. As Milacron's fiscal year ended December 31 is within 93 days of Hillenbrand's fiscal year ended September 30, Hillenbrand's pro forma condensed combined statement of income for the year ended September 30, 2018 includes Milacron's operating results for its respective fiscal year ended December 31, 2018 as permitted by Rule 11-02 of Regulation S-X. The unaudited condensed combined income statement for the nine months ended June 30, 2019 combines the historical results of Hillenbrand for the nine months ended June 30, 2019 and the historical results of Milacron for the nine months ended June 30, 2019, derived by combining Milacron's six month unaudited consolidated statement of income for the six months ended June 30, 2019 and Milacron's unaudited consolidated statement of income for the three months ended December 31, 2018.

        The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial information. In addition, the pro forma financial information were based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of Hillenbrand and Milacron for the applicable periods, which have been incorporated in this proxy statement/prospectus by reference. See the sections entitled "Unaudited Pro Forma Condensed Combined Financial Information" and "Where You Can Find More Information" beginning on page 138 and page 180, respectively, for additional information.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        The following table summarizes unaudited per share data (i) for Hillenbrand and Milacron on a historical basis, (ii) for Hillenbrand on a pro forma combined basis giving effect to the merger and (iii) on a pro forma combined equivalent basis calculated by multiplying the pro forma combined data by the exchange ratio of 0.1612. These computations exclude the $11.80 per share cash portion of the merger consideration.

        The unaudited pro forma per share information reflects the merger and related transactions as if they had occurred on October 1, 2017 in the case of income from continuing operations per share, and as if they had occurred on June 30, 2019 and September 30, 2018 in the case of book value per share. The information in the table is based on, and should be read together with, the historical financial information of Hillenbrand and Milacron, which is incorporated by reference in this proxy statement/prospectus and the financial information contained under "Unaudited Pro Forma Condensed Combined Financial Information," "Selected Historical Financial Data—Selected Historical Consolidated Financial Data of Hillenbrand" and "Selected Historical Financial Data—Selected Historical Consolidated Financial Data of Milacron" beginning on page 138, page 27 and page 28, respectively. See the section entitled "Where You Can Find More Information" beginning on page 180.

        The unaudited pro forma combined per share data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the merger had been completed as of the dates indicated or will be realized upon the completion of the merger. The summary pro forma information is preliminary, based on initial estimates of the fair value of assets acquired (including intangible assets) and liabilities assumed, and is subject to change as more information regarding the fair values is obtained, which changes could be materially different than the initial estimates.

        Hillenbrand declared and paid dividends during the periods presented. For more information on dividends of Hillenbrand, see the section entitled "Comparative Per Share Market Price and Dividend Information" beginning on page 32.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Hillenbrand Market Price and Dividend Information

        Hillenbrand's common stock is listed on the NYSE under the symbol "HI." The following table sets forth the high and low prices per share for Hillenbrand's common stock and cash dividends declared for the periods indicated. Hillenbrand's fiscal year ends on September 30.

        The declaration of future dividends will be at the discretion of the Hillenbrand board of directors, which is referred to as the Hillenbrand Board, and will be determined after consideration of various factors, including earnings, cash requirements, the financial condition of Hillenbrand and other factors deemed relevant by the Hillenbrand Board. Under the merger agreement, prior to the completion of the merger, Hillenbrand may continue to pay its regular quarterly cash dividends in the ordinary course consistent with past practice (subject to increase for quarterly periods occurring on or after October 1, 2019, by no more than $0.01 per share on an annual basis).

Milacron Market Price and Dividend Information

        Milacron common stock is listed on the NYSE under the symbol "MCRN." The following table sets forth the high and low prices per share for Milacron common stock for the periods indicated, each

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rounded to the nearest whole cent. Milacron's fiscal year ends on December 31. Milacron has not declared cash dividends for the periods indicated.

        The payment of future dividends is at the discretion of the Milacron Board. Under the merger agreement, Milacron is not permitted to pay any dividends prior to the completion of the merger.

Comparison of Hillenbrand and Milacron Market Prices and Implied Value of Merger Consideration

        The following table sets forth the closing sale price per share of Hillenbrand common stock and Milacron common stock as reported on the NYSE as of July 11, 2019, the last trading day prior to the public announcement of the merger, and as of October 16, 2019, the last practicable trading day before the filing of this proxy statement/prospectus with the SEC. The table also shows the estimated implied value of the per share consideration proposed for each share of Milacron common stock as of the same two days. This implied value was calculated by multiplying the closing prices of shares of Hillenbrand common stock on those dates by the exchange ratio of 0.1612 and adding the cash portion of the merger consideration of $11.80 per share, without interest. The market prices of Hillenbrand common stock and Milacron common stock will fluctuate before the special meeting and before the merger is completed.

        No assurance can be given concerning the market prices of Hillenbrand common stock or Milacron common stock before completion of the merger or Hillenbrand common stock after completion of the merger. Changes in the market price of Hillenbrand common stock prior to the completion of the merger will affect the market value of the merger consideration that Milacron stockholders will receive upon completion of the merger. The exchange ratio is fixed in the merger agreement, but the market price of Hillenbrand common stock (and therefore the value of the merger consideration) when received by Milacron stockholders after the merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, Milacron stockholders are advised to obtain current market quotations for Hillenbrand common stock and Milacron common stock in deciding whether to vote in favor of the merger proposal.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus contains statements, including statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, financings, share repurchases and other measures of financial performance or potential future plans or events, strategies, objectives, expectations, beliefs, prospects, assumptions, projected costs or savings, leverage targets or transactions of Hillenbrand, Milacron or the combined company following Hillenbrand's proposed acquisition of Milacron, the anticipated benefits of the merger, including estimated synergies, the expected timing of completion of the transaction and other statements that are not strictly historical in nature. In some cases, forward-looking statements can be identified by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "outlook," "guidance," "target" and similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are not guarantees of future performance or events, and actual results or events could differ materially from those set forth in any forward-looking statement due to any number of factors. These factors include, but are not limited to:

•

the ability of the parties to receive the required regulatory approvals (or the risk that such regulatory approvals are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the merger), the ability of Milacron to receive the approval of Milacron's stockholders and the ability of the parties to satisfy the other conditions to the closing of the merger on a timely basis or at all;



•

the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement, including under circumstances that might require Milacron to pay a termination fee of $45 million to Hillenbrand;



•

the possibility that the merger is delayed or does not occur;



•

the possibility that the anticipated benefits from the merger cannot be realized in full or at all or may take longer to realize than expected, including risks associated with achieving expected synergies from the merger; or Hillenbrand's ability to achieve its deleveraging targets following completion of the merger;



•

negative effects of the announcement or the completion of the merger on the market price of Hillenbrand's and/or Milacron's common stock and/or on their respective businesses, financial conditions, results of operations and financial performance (including the ability of Milacron to maintain relationships with its customers, suppliers and others with whom it does business);



•

the risks related to Milacron and Hillenbrand being restricted in their operation of the business while the merger agreement is in effect;



•

risks relating to the value of the Hillenbrand shares to be issued in the merger, significant transaction costs and/or unknown liabilities of the merger;



•

risks associated with contracts containing consent requirements and/or other provisions that may be triggered by the merger;



•

risks associated with merger-related litigation or appraisal proceedings;



•

the ability of Hillenbrand and Milacron, or the combined company, to retain and hire key personnel;



•

the impact of the additional indebtedness Hillenbrand will incur in connection with the merger;

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•

uncertainties as to access to available financing (including financing for the merger) on a timely basis and on reasonable terms;



•

risks related to disruption of the parties' management's attention from Hillenbrand's and Milacron's respective ongoing business operations due to the merger;



•

uncertainties as to the long-term value of the common stock of Hillenbrand following the merger, including the dilution caused by Hillenbrand's issuance of additional shares of its common stock in connection with the merger;



•

the possibility that costs or difficulties related to the integration of Milacron's operations with those of Hillenbrand will be greater than expected;



•

the impact of the 2017 Tax Cuts and Jobs Act, enacted by the U.S. government on December 22, 2017, on Hillenbrand's or Milacron's financial position, results of operations, and cash flows;



•

the outcome of any legal proceedings that may be instituted against Hillenbrand, Milacron or any companies each may acquire;



•

global market and economic conditions, including those related to the credit and equity markets and international trade related matters, tariffs and other trade matters;



•

volatility of Hillenbrand's and Milacron's respective investment portfolios and adverse foreign currency fluctuations;



•

labor disruptions and involvement in claims, lawsuits and governmental proceedings related to operations;



•

the dependence of Hillenbrand's business units on relationships with several large providers;



•

demand for the parties' respective products and services being significantly affected by general economic conditions;



•

increased costs or unavailability of raw materials;



•

continued fluctuations in mortality rates and increased cremations;



•

competition from nontraditional sources in the death care industry;



•

any decline in the use of plastic;



•

cyclical demand for industrial capital goods;



•

the competitiveness of the industries in which the parties operate and the financial resources of the parties' competitors;



•

certain tax-related matters, changes to legislation, regulation, treaties or government policy, including any resulting from the current political environment;



•

the impact of new or changes in current laws, regulatory or other industry standards, including privacy and cybersecurity laws and regulations;



•

events beyond Hillenbrand's and Milacron's control, such as acts of terrorism; and



•

other risk factors as detailed from time to time in Hillenbrand's and Milacron's reports filed with the SEC, including Hillenbrand's and Milacron's respective annual reports on Form 10-K, quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC, including the risks and uncertainties set forth in or incorporated by reference into this proxy statement/prospectus in the section entitled "Risk Factors" beginning on page 36.

        There can be no assurance that the merger or any other transaction described will in fact be completed in the manner described or at all. Any forward-looking statement speaks only as of the date on which it is made, and Hillenbrand and Milacron assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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RISK FACTORS

        In addition to the other information included and incorporated by reference into this proxy statement/prospectus, including, among other things, the matters addressed in the section entitled "Cautionary Note Regarding Forward-Looking Statements" beginning on page 34, Milacron stockholders should carefully consider the following risk factors before deciding whether to vote in favor of the merger proposal. In addition, you should read and consider the risks associated with each of the businesses of Hillenbrand and Milacron because these risks will relate to the combined company following the completion of the merger. Descriptions of some of these risks can be found in the Hillenbrand Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and the Milacron Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as such risks may be updated or supplemented in each company's subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 180.

Risks Related to the Merger

The merger is subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Failure to complete the merger could have material adverse effects on Milacron.

        The completion of the merger is subject to a number of conditions, including, among other things, receipt of the Milacron stockholder approval and receipt of certain regulatory approvals, which make the completion and timing of the completion of the merger uncertain. See the section entitled "The Merger Agreement—Conditions to the Merger," beginning on page 124, for a more detailed discussion. The failure to satisfy all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring at all. Any delay in completing the merger could cause Hillenbrand not to realize some or all of the benefits, or realize them on a different timeline than expected, that Hillenbrand expects to achieve if the merger is successfully completed within the expected timeframe. There can be no assurance that the conditions to the closing of the merger will be satisfied or waived or that the merger will be completed. Also, subject to limited exceptions, either Hillenbrand or Milacron may terminate the merger agreement if the merger has not been completed by April 7, 2020, subject to extension through July 6, 2020, if all conditions other than certain antitrust-related conditions are or would be satisfied on that date.

        If the merger is not completed, Milacron's ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the merger, Milacron will be subject to a number of risks, including the following:

•

the market price of Milacron common stock could decline;



•

Milacron could owe a substantial termination fee to Hillenbrand under certain circumstances;



•

if the merger agreement is terminated and the Milacron Board seeks another business combination, Milacron stockholders cannot be certain that Milacron will be able to find a party willing to enter into a transaction on terms comparable to or better than the terms that Hillenbrand has agreed to in the merger agreement;



•

time and resources, financial and other, committed by Milacron's management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities for Milacron;



•

Milacron may experience negative reactions from the financial markets or from its customers, suppliers or employees; and

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•

Milacron will be required to pay its costs relating to the merger, such as legal, accounting, financial advisory and printing fees, whether or not the merger is completed.

        In addition, if the merger is not completed, Milacron could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Milacron to perform its obligations under the merger agreement. Any of these risks could materially and adversely impact Milacron's ongoing business, financial condition, financial results and stock price.

        Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger and could materially and adversely impact Hillenbrand's ongoing business, financial condition, financial results and stock price following the completion of the merger.

The merger agreement contains provisions that limit Milacron's ability to pursue alternatives to the merger, could discourage a potential competing acquiror of Milacron from making a favorable alternative transaction proposal and, in specified circumstances, could require Milacron to pay a substantial termination fee to Hillenbrand.

        The merger agreement contains provisions that make it more difficult for Milacron to be acquired by any person other than Hillenbrand. The merger agreement contains certain provisions that restrict Milacron's ability to, among other things, solicit, seek, initiate or knowingly facilitate, encourage, induce or take any other action (including by way of furnishing information) that would reasonably be expected to lead to, or enter into or participate in any discussions or negotiations with, or furnish any information to any third party for the purpose of knowingly facilitating, encouraging or inducing any third-party acquisition proposal. Further, even if the Milacron Board withdraws or qualifies its recommendation with respect to the approval of the merger proposal, unless the merger agreement is terminated in accordance with its terms, Milacron will still be required to submit the merger proposal to a vote at the special meeting of Milacron stockholders. In addition, following receipt by Milacron of any third-party acquisition proposal that constitutes a "superior proposal," Hillenbrand will have an opportunity to offer to modify the terms of the merger agreement before the Milacron Board may terminate the merger agreement or may withdraw or qualify its recommendation with respect to the merger proposal in favor of such superior proposal, as described further under "The Merger Agreement—Covenants and Agreements—Superior Proposal" beginning on page 119.

        In some circumstances, upon termination of the merger agreement, Milacron would be required to pay a termination fee of $45 million to Hillenbrand. For further discussion, see the sections entitled "The Merger Agreement—Termination;—Effect of Termination;—Termination Fee" beginning on pages 126, 127 and 128, respectively.

        These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Milacron or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the value proposed to be received in the merger. In particular, the termination fee, if applicable, would be substantial, and could result in a potential third-party acquiror or merger partner proposing to pay a lower price to the Milacron stockholders than it might otherwise have proposed to pay absent such a fee.

        If the merger agreement is terminated and Milacron determines to seek another business combination, Milacron may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

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The merger is subject to the expiration or termination of applicable waiting periods and the receipt of approvals, consents or clearances from several regulatory authorities that may impose conditions that could have an adverse effect on Hillenbrand, Milacron or the combined company or, if not obtained, could prevent completion of the merger.

        Before the merger may be completed, any authorization or consent from a governmental authority required to be obtained with respect to the merger under certain other applicable foreign regulatory laws must have been obtained. In deciding whether to grant the required regulatory authorization or consent, the relevant governmental entities will consider the effect of the merger within their relevant jurisdiction, including the impact on the parties' respective customers and suppliers. The terms and conditions of the authorizations and consents that are granted, if any, may impose requirements, limitations or costs or place restrictions on the conduct of the combined company's business or may materially delay the completion of the merger.

        Under the merger agreement, Hillenbrand and Milacron have agreed to cooperate with each other and use their respective reasonable best efforts to obtain such authorizations and consents and Hillenbrand has agreed to take any and all action necessary, including (1) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of Milacron, (2) terminating existing relationships, contractual rights or obligations of Milacron, (3) terminating any venture or other arrangement of Milacron, (4) creating any relationship, contractual rights or obligations of Milacron or (5) effectuating any other change or restructuring of Milacron (and, in each case, to enter into agreements or stipulate to the entry of an order or decree with), in each case, as required by the Federal Trade Commission, the Department of Justice or any other competition authority of any jurisdiction outside of the United States in connection with the merger under applicable antitrust laws. However, Hillenbrand's obligation to take actions required to obtain authorizations and consents under such laws may be conditioned upon consummation of the merger and to ensure that no competition authority enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent) preliminarily or permanently restraining, enjoining or prohibiting the consummation of the merger or to ensure that no competition authority with the authority to clear, authorize or otherwise approve the consummation of the merger fails to do so by April 7, 2020, subject to extension through July 6, 2020, if all closing conditions other than certain antitrust-related conditions are or would be satisfied on that date. Further, Hillenbrand's obligation to take actions required to obtain authorizations and consents under such laws is subject to limitations, including that Hillenbrand will not be required to sell, dispose of, hold separate, agree to sell or dispose of, terminate, create or effectuate any other change or restructuring (or enter into any agreement or stipulation), or otherwise agree or commit to, or otherwise effect, any other action (A) with respect to any assets, categories of assets or businesses, relationships, rights, obligations, ventures or other arrangements of Milacron that would, individually or in the aggregate, be material to Milacron and its subsidiaries, taken as a whole, or (B) with respect to any of the assets (including the stock of Milacron, after the merger), categories of assets or businesses, relationships, rights, obligations, ventures or other arrangements of Hillenbrand or its affiliates (any of the foregoing actions, individually or together with any other divestiture action, is referred to as a burdensome divestiture condition). For a more detailed description of Hillenbrand's and Milacron's obligations to obtain required regulatory authorizations and approvals, see the section entitled "The Merger Agreement—Covenants and Agreements—Efforts" beginning on page 116.

        In addition, at any time before or after the completion of the merger, and notwithstanding the termination of applicable waiting periods, the applicable U.S. or foreign antitrust authorities or any state attorney general could take such action under the antitrust laws as such party deems necessary or desirable in the public interest. Such action could include, among other things, seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging, seeking to

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enjoin, or seeking to impose conditions on the merger. Hillenbrand and Milacron may not prevail and may incur significant costs in defending or settling any such action. For a more detailed description of the regulatory review process, see the section entitled "The Merger—Regulatory Approvals" beginning on page 97.

        There can be no assurance that the conditions to the completion of the merger set forth in the merger agreement relating to applicable regulatory laws will be satisfied.

The value of the stock portion of the merger consideration is subject to changes based on fluctuations in the value of Hillenbrand common stock, and Milacron stockholders may, in certain circumstances, receive stock consideration with a value that, at the time received, is less than the value of the merger consideration at the date of this proxy statement/prospectus or at the date of the special meeting.

        The market value of Hillenbrand common stock will fluctuate during the period before the date of the special meeting and the time Milacron stockholders receive merger consideration in the form of Hillenbrand common stock, as well as thereafter. Accordingly, at the time of the special meeting, Milacron stockholders will not be able to determine the market value of the per share merger consideration they would receive upon completion of the merger.

        Upon completion of the merger, each issued and outstanding share of Milacron common stock (other than excluded shares) will be converted into the right to receive the merger consideration, which is equal to $11.80 in cash, without interest, and 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes. Accordingly, the value of Hillenbrand stock delivered to Milacron stockholders will depend on the Hillenbrand stock price, and the value of the shares of Hillenbrand common stock delivered for each such share of Milacron common stock may be greater than, less than or equal to the value of the merger consideration on the date of this proxy statement/prospectus or on the date of the special meeting.

        It is impossible to accurately predict the market price of Hillenbrand common stock at the completion of the merger and, therefore, impossible to accurately predict the value of the shares of Hillenbrand common stock that Milacron stockholders will receive in the merger. The market price for Hillenbrand common stock will fluctuate both prior to completion of the merger and thereafter for a variety of reasons, including, among others, general market and economic conditions, the demand for Hillenbrand's or Milacron's products and services, changes in laws and regulations, other changes in Hillenbrand's and Milacron's respective businesses, operations, prospects and financial results of operations, market assessments of the likelihood that the merger will be completed, and the expected timing of the merger. Many of these factors are beyond Hillenbrand's and Milacron's control. You should obtain current market quotations for shares of Hillenbrand common stock.

Each party is subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect each party's business and operations.

        In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom Hillenbrand and/or Milacron has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Hillenbrand or Milacron, as the case may be, as a result of the merger or otherwise, which could negatively affect Hillenbrand's or Milacron's respective revenues, earnings and/or cash flows, as well as the market price of Hillenbrand common stock or Milacron common stock, regardless of whether the merger is completed.

        Under the terms of the merger agreement, Milacron is subject to certain restrictions on the conduct of its business prior to completing the merger which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend certain contracts, acquire or dispose of assets above a certain threshold, incur certain indebtedness or incur

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certain capital expenditures. Such limitations could adversely affect Milacron's business and operations prior to the completion of the merger.

        Under the terms of the merger agreement, Hillenbrand is subject to a more limited set of restrictions on the conduct of its business prior to completing the merger which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to amend its organizational documents, or pay dividends or distributions in respect of Hillenbrand common stock outside of the ordinary course of business consistent with past practices. Such limitations could adversely affect Hillenbrand's business and operations prior to the completion of the merger.

        Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger. For further discussion, see the section entitled "The Merger Agreement—Covenants and Agreements—Conduct of the Business of Milacron;—Conduct of the Business of Hillenbrand" beginning on pages 111 and 114, respectively.

Completion of the merger will trigger change in control or other provisions in certain agreements to which Milacron is a party, which may have an adverse impact on Hillenbrand's business and results of operations following completion of the merger.

        The completion of the merger will trigger change in control and other provisions in certain agreements to which Milacron is a party. If Hillenbrand or Milacron is unable to negotiate waivers of those provisions, counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages or equitable remedies. Even if Hillenbrand and Milacron are able to negotiate consents or waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Milacron or the combined company. Any of the foregoing or similar developments may have an adverse impact on Hillenbrand's business and results of operations following completion of the merger.

Litigation relating to the merger could require Milacron and Hillenbrand to incur significant costs, suffer management distraction or delay the merger.

        Following the announcement of the merger, three putative class action complaints were filed by purported stockholders of Milacron. On October 1, 2019, the first putative class action complaint was filed by a purported stockholder of Milacron in the United States District Court for the District of Delaware, captioned Sabatini v. Milacron Holdings Corp., et al, Civil Action No. 1:19-cv-01846, against Milacron, the members of the Milacron board of directors, Hillenbrand and Merger Sub. On October 14, 2019, the second putative class action complaint was filed by a purported stockholder of Milacron in the United States District Court for the District of Delaware, captioned Krieger v. Milacron Holdings Corp., et al, Civil Action No. 1:19-cv-01943, against Milacron and the members of the Milacron board of directors. On October 16, 2019, the third putative class action complaint was filed by a purported stockholder of Milacron in the United States District Court for the Eastern District of New York, captioned Akerman v. Milacron Holdings Corp., et al., Civil Action No. 1:19-cv-05841, against Milacron, the members of the Milacron board of directors, Hillenbrand and Merger Sub. The complaints in these three cases allege that, among other things, the defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated under the Exchange Act, by omitting or misrepresenting certain allegedly material information in this proxy statement/prospectus. The complaints seek, among other things, injunctive relief preventing the consummation of the merger, rescissory damages or rescission in the event the merger is consummated and plaintiff's attorneys' and experts' fees.

        The defendants believe the allegations and claims asserted in the complaints are without merit. Additional suits arising out of or relating to the transactions may be filed in the future. If additional

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similar complaints are filed, absent new or different allegations that are material, Milacron and Hillenbrand will not necessarily announce such additional filings.

        The complaints and any additional similar complaints may create uncertainty relating to the merger and may be costly and distracting to management of both companies.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of Hillenbrand following completion of the merger.

        Hillenbrand and Milacron are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Hillenbrand's success after the completion of the merger will depend in part upon the ability of Hillenbrand to retain certain key management personnel and employees of Hillenbrand and Milacron. Prior to completion of the merger, current and prospective employees of Hillenbrand and Milacron may experience uncertainty about their roles within Hillenbrand following the completion of the merger, which may have an adverse effect on the ability of each of Hillenbrand and Milacron to attract or retain key management and other key personnel. In addition, no assurance can be given that Hillenbrand, after the completion of the merger, will be able to attract or retain key management personnel and other key employees to the same extent that Hillenbrand and Milacron have previously been able to attract or retain their own employees.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of the operating results and financial condition of Hillenbrand following completion of the merger.

        The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Hillenbrand's actual financial position or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information is subject to a number of assumptions, and does not take into account any synergies related to the proposed transaction. Further, Hillenbrand's actual results and financial position after the merger may differ materially and adversely from the unaudited pro forma condensed combined financial data that is included in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information has been prepared with the expectation, as of the date of this proxy statement/prospectus, that Hillenbrand will be identified as the acquiror under GAAP and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. The final acquisition accounting will be based upon the actual purchase price and the fair value of the assets and liabilities of the party that is determined to be the acquiree under GAAP as of the date of the completion of the merger. In addition, subsequent to the closing date, there will be further refinements of the acquisition accounting as additional information becomes available. Accordingly, the final acquisition accounting may differ materially from the unaudited pro forma condensed combined financial information reflected in this document. For further discussion, see "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 138.

Milacron's executive officers and directors have interests in the merger that may be different from, or in addition to, Milacron stockholders' interests.

        When considering the recommendation of the Milacron Board that Milacron stockholders adopt the merger agreement and approve the merger, Milacron stockholders should be aware that directors and executive officers of Milacron have certain interests in the merger that may be different from, or in addition to, the interests of Milacron stockholders. The Milacron Board was aware of these interests and considered them, among other matters, when it unanimously approved the merger agreement and in making its recommendations that the Milacron stockholders approve the merger proposal. Additional

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interests of the directors and executive officers of Milacron include, but are not limited to, the treatment in the merger of stock options, restricted share awards, RSU awards, PSU awards and SARs held by these directors and executive officers, certain severance payments and other benefits that Milacron executive officers are, by reason of their respective employment or severance agreements with Milacron, entitled to receive upon a qualifying termination of employment following the completion of the merger, transaction bonuses to certain executive officers of Milacron that may be paid on the date the merger is completed, certain annual bonus payments and indemnification and insurance for current and former directors and executive officers. See the section entitled "The Merger—Interests of Directors and Executive Officers of Milacron in the Merger" beginning on page 83 for a more detailed description of these interests. As a result of these interests, these directors and executive officers of Milacron might be more likely to support and to vote in favor of the proposals described in this proxy statement/prospectus than if they did not have these interests. Milacron stockholders should consider whether these interests might have influenced these directors and executive officers to recommend adopting the merger agreement and approving the merger.

Risks Related to the Combined Company After Completion of the Merger

Hillenbrand may be unable to successfully integrate the businesses of Hillenbrand and Milacron and realize the anticipated benefits of the merger.

        The success of the merger will depend, in part, on Hillenbrand's ability to successfully combine and integrate the businesses of Hillenbrand and Milacron, which currently operate as independent public companies, and realize the anticipated benefits, including synergies, cost savings, innovation opportunities and operational efficiencies, from the merger, in a manner that does not materially disrupt existing customer, supplier and employee relations nor result in decreased revenues due to losses of, or decreases in orders by, customers. If Hillenbrand is unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, and the value of Hillenbrand's common stock may decline.

        The integration of the two companies may result in material challenges, including, without limitation:

•

the diversion of management's attention from ongoing business concerns and performance shortfalls at one or both of the companies as a result of the devotion of management's attention to the merger;



•

managing a larger combined business;



•

maintaining employee morale and retaining key management and other employees;



•

retaining existing business and operational relationships, including customers, suppliers and employees and other counterparties, as may be impacted by contracts containing consent and/or other provisions that may be triggered by the merger, and attracting new business and operational relationships;



•

the possibility of faulty assumptions underlying expectations regarding the integration process;



•

consolidating corporate and administrative infrastructures and eliminating duplicative operations;



•

coordinating geographically separate organizations;



•

unanticipated issues in integrating information technology, communications and other systems; and



•

unforeseen expenses or delays associated with the merger.

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        Many of these factors will be outside of Hillenbrand's and Milacron's control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could materially affect Hillenbrand's financial position, results of operations and cash flows.

        Due to legal restrictions, Hillenbrand and Milacron are currently permitted to conduct only limited planning for the integration of the two companies following the merger and have not yet determined the exact nature of how the businesses and operations of the two companies will be combined after the merger. The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized on a timely basis, if at all.

Milacron stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over the policies of Hillenbrand following the merger than they now have on the policies of Milacron.

        Milacron stockholders presently have the right to vote in the election of the Milacron Board and on other matters affecting Milacron. Upon the completion of the merger, except for stockholders who own common shares in both Milacron and Hillenbrand, each Milacron stockholder will be a shareholder of Hillenbrand with a percentage ownership of Hillenbrand that is smaller than such stockholder's current percentage ownership of Milacron. Hillenbrand shareholders will also have a somewhat reduced ownership and voting interest after the merger. Immediately after the merger is completed, it is expected that current Hillenbrand shareholders will own approximately 84% of Hillenbrand's common stock outstanding and current Milacron stockholders will own approximately 16% of Hillenbrand's common stock outstanding, as set forth in the section entitled "Comparative Per Share Market Price and Dividend Information—Comparison of Hillenbrand and Milacron Market Prices and Implied Value of Merger Consideration," and assuming no overlap between Hillenbrand and Milacron stockholders.

        As a result, current Milacron stockholders will have less influence on the management and policies of Hillenbrand than they now have on the management and policies of Milacron.

The Hillenbrand common stock to be received by Milacron stockholders upon completion of the merger will have different rights from shares of Milacron common stock.

        Upon completion of the merger, Milacron stockholders will no longer be stockholders of Milacron, but will instead become shareholders of Hillenbrand and their rights as Hillenbrand shareholders will be governed by the terms of Hillenbrand's articles of incorporation and bylaws and Indiana law. The terms of Hillenbrand's articles of incorporation and bylaws are in some respects materially different than the terms of Milacron's certificate of incorporation and bylaws and Delaware law, which currently govern the rights of Milacron stockholders.

        For a more complete description of the different rights associated with shares of Milacron common stock and shares of Hillenbrand common stock, see "Comparison of Stockholder Rights" beginning on page 160.

The future results of Hillenbrand may be adversely impacted if Hillenbrand does not effectively manage its expanded operations following the completion of the merger or achieve its deleveraging targets.

        Following the completion of the merger, the size of Hillenbrand's business will be significantly larger than the current size of either Milacron's business or Hillenbrand's business. Hillenbrand's ability to successfully manage this expanded business will depend, in part, upon management's ability to design and implement strategic initiatives that address not only the integration of Hillenbrand and Milacron, but also the increased scale and scope of the combined business with its associated increased costs and complexity. There can be no assurances that Hillenbrand will be successful in integrating the businesses

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or that it will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the merger.

        While Hillenbrand has publicly stated that it will seek to deleverage its business following completion of the merger, there can be no assurances that it will successfully achieve its deleveraging targets within its anticipated timeline or at all. In order to achieve its targeted leverage ratios, Hillenbrand currently plans to curtail material acquisitions and share repurchases, and as a result, may forego opportunities that might otherwise be beneficial to the combined company. Additionally, at any time and from time to time following completion of the merger, Hillenbrand may evaluate or pursue one or more strategic options, including potential sale transactions, for a portion of the assets acquired in the merger. There can be no assurances if or when Hillenbrand would enter into any such transaction or the terms thereof or whether any such transaction would result in Hillenbrand achieving its desired leverage targets. The failure to achieve such deleveraging targets could result in a negative impact to Hillenbrand's credit ratings, impair its ability to raise future indebtedness or otherwise adversely impact its operating or financial condition or performance.

Hillenbrand expects to incur substantial expenses related to the completion of the merger and the integration of its business and Milacron.

        Hillenbrand will incur substantial expenses in connection with the completion of the merger and in order to integrate a large number of processes, policies, procedures, operations, technologies and systems of Milacron in connection with the merger. The substantial majority of these costs will be non-recurring expenses related to the merger (including financing of the merger) and facilities and systems consolidation costs. Hillenbrand may incur additional costs or suffer loss of business under third-party contracts that are terminated or that contain change in control or other provisions that may be triggered by the completion of the merger, and/or losses of, or decreases in orders by, customers, and may also incur costs to maintain employee morale and to retain certain key management personnel and employees. Hillenbrand and Milacron will also incur transaction fees and costs related to formulating integration plans for the combined business, and the execution of these plans may lead to additional unanticipated costs and time delays. These incremental transaction-related costs may exceed the savings Hillenbrand expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term and in the event there are material unanticipated costs. Factors beyond Hillenbrand's control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.

After the completion of the merger, Hillenbrand will be more leveraged than it is currently and the financing arrangements that Hillenbrand will enter into may, under certain circumstances, contain restrictions and limitations that could impact its ability to operate its business.

        In connection with the merger, Hillenbrand intends to seek approximately $1.1 billion in additional indebtedness and borrow approximately $638.1 million under Hillenbrand's revolving credit facility. Hillenbrand currently intends to pay off Milacron's existing term loan facility totaling approximately $833 million as of June 30, 2019. After the completion of the merger, Hillenbrand estimates that it will have consolidated indebtedness of approximately $2.0 billion. The increased indebtedness of Hillenbrand after the completion of the merger may have the effect, among other things, of reducing the flexibility of Hillenbrand to respond to changing business and economic conditions, requiring Hillenbrand to use increased amounts of cash flow to service indebtedness and increasing Hillenbrand's borrowing costs.

        Hillenbrand also expects that the agreements governing the indebtedness that it will incur will contain covenants that may, under certain circumstances, place limitations on certain actions that Hillenbrand could seek to undertake. Various risks, uncertainties and events beyond Hillenbrand's control could affect its ability to comply with the covenants contained in its debt agreements. Failure to

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comply with any of the covenants in its existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity of the indebtedness under these agreements. In addition, the limitations imposed by financing agreements on Hillenbrand's ability to incur additional indebtedness and to take other actions might impair its ability to obtain other financing on terms acceptable to Hillenbrand.

The market price of Hillenbrand's common stock after the merger is completed may be affected by factors different from those affecting the price of Hillenbrand or Milacron common stock before the merger is completed.

        Upon completion of the merger, holders of Milacron common stock will be holders of common stock of Hillenbrand. As the businesses of Hillenbrand and Milacron are different, considering that Hillenbrand segments operate in death care and other industries, whereas Milacron does not, the results of operations as well as the price of Hillenbrand's common stock may, in the future, be affected by factors different from those factors affecting Milacron as an independent stand-alone company. Hillenbrand will face additional risks and uncertainties that Milacron may currently not be exposed to as an independent company. As a result, the market price of Hillenbrand's shares may fluctuate significantly following completion of the merger and holders of Milacron common stock could lose the value of their investment in Hillenbrand common stock. For a discussion of the businesses of Hillenbrand and Milacron and of some important factors to consider in connection with those businesses, see the documents incorporated by reference into this proxy statement/prospectus and referred to under "Where You Can Find More Information" beginning on page 180.

The market price of Hillenbrand's common stock may decline as a result of the merger, including as a result of some Milacron stockholders adjusting their portfolios.

        The market price of Hillenbrand's common stock may decline as a result of the merger if, among other things, the operational cost savings estimates in connection with the integration of Hillenbrand's and Milacron's businesses are not realized, or if the transaction costs related to the merger are greater than expected, or if the financing related to the merger is on unfavorable terms. The market price also may decline if Hillenbrand does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on Hillenbrand's financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

        In addition, sales of Hillenbrand common stock after the completion of the merger may cause the market price of Hillenbrand common stock to decrease. Many Milacron stockholders may decide not to hold the shares of Hillenbrand common stock they will receive in the merger. Other Milacron stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Hillenbrand common stock that they receive in the merger. Such sales of Hillenbrand common stock could have the effect of depressing the market price for Hillenbrand common stock and may take place promptly following the merger.

        Any of these events may make it more difficult for Hillenbrand to sell equity or equity-related securities, dilute your ownership interest in Hillenbrand and have an adverse impact on the price of Hillenbrand common stock.

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The Hillenbrand articles of incorporation provide that the circuit or superior courts of Marion County, Indiana, or the United States District Courts of Indiana, shall be the exclusive forum for certain disputes between Hillenbrand and its shareholders, which could limit shareholders' ability to obtain a favorable judicial forum for disputes with Hillenbrand. If this exclusive forum provision is found to be inapplicable or unenforceable, Hillenbrand may not achieve the intended benefits of such provision.

        The Hillenbrand articles of incorporation provide that, unless Hillenbrand consents to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action; (ii) any action asserting a claim for breach of a fiduciary duty owed to Hillenbrand or any of the constituents identified in IBCL 23-1-35-1(d) (shareholders, employees, suppliers, customers and communities in which offices or other facilities of the corporation are located); (iii) any action asserting a claim arising under: (A) any provision of the IBCL or (B) Hillenbrand's articles of incorporation or bylaws; or (iv) any action otherwise relating to the internal affairs of Hillenbrand shall be the circuit or superior courts of Marion County, Indiana, or the United States District Courts of Indiana.

        This forum selection provision may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable or cost-efficient for disputes with Hillenbrand or any director, officer, employee or agent of Hillenbrand, which may discourage such lawsuits, or increase the costs to a shareholder of bringing such lawsuits, against Hillenbrand and such persons.

        The enforceability of forum selection provisions in other companies' articles of incorporation, bylaws or similar governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provision contained in Hillenbrand's articles of incorporation to be inapplicable or unenforceable in such action. If a court were to find this forum selection provision inapplicable or unenforceable, Hillenbrand may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely impact Hillenbrand's operating or financial condition or performance.

        See the section titled "Comparison of Stockholder Rights—Forum Selection Provision" beginning on page 172 for more information on this forum selection provision.

Other Risk Factors

        Hillenbrand's and Milacron's businesses are and will be subject to the risks described above. In addition, Hillenbrand and Milacron are, and will continue to be, subject to the risks described in, as applicable, the Hillenbrand annual report on Form 10-K for the fiscal year ended September 30, 2018, and the Milacron annual report on Form 10-K for the fiscal year ended December 31, 2018, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 180 for the location of information incorporated by reference into this proxy statement/prospectus.

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THE PARTIES TO THE MERGER

Hillenbrand

        Hillenbrand is a global diversified industrial company with multiple leading brands that serve a wide variety of industries around the world. Hillenbrand's portfolio is composed of two business segments: the Process Equipment Group and Batesville®. The Process Equipment Group businesses design, develop, manufacture, and service highly engineered industrial equipment around the world. Batesville is a recognized leader in the death care industry in North America.

        Between 2010 and 2014, Hillenbrand completed three major acquisitions of companies that formed the foundation of its Process Equipment Group: K-Tron in April 2010, Rotex Global, LLC in August 2011, and Coperion in December 2012. TerraSource Global, also part of Hillenbrand's Process Equipment Group, was organized in July 2012 from three brands, Gundlach Equipment Corporation, Jeffrey Rader Corporation, and Pennsylvania Crusher Corporation, each acquired as part of the K-Tron acquisition. The remaining K-Tron brands merged with Coperion during 2013.

        On October 2, 2015, Hillenbrand acquired Abel. Additionally, on February 1, 2016, Hillenbrand acquired Red Valve. Both Abel and Red Valve are included in Hillenbrand's Process Equipment Group segment.

        The Process Equipment Group is a leading global provider of compounding, extrusion, and material handling; size reduction; screening and separating; and flow control products and services for a wide variety of manufacturing and other industrial processes. The Process Equipment Group designs, engineers, manufactures, markets, and services differentiated process and material handling equipment and systems for a wide variety of industries, including plastics, food and pharmaceuticals, chemicals, fertilizers, minerals and mining, energy, water and wastewater treatment, forest products, and other general industrials. The Process Equipment Group uses its strong applications and process engineering expertise to solve problems for customers. Its highly engineered capital equipment and systems offerings require after-market service and/or parts replacement, providing an opportunity for ongoing revenue at attractive margins.

        Batesville is a leader in the death care industry in North America through the manufacture and sale of funeral service products, including burial caskets, cremation caskets, containers and urns, other personalization and memorialization products, and web-based technology applications. As the needs of funeral professionals and consumers have evolved, Batesville has expanded its offerings with innovative products, value-added services, and digital tools to help funeral directors assist families in creating meaningful services. Today, Batesville provides solutions under three primary platforms: (1) Burial Solutions, which accounts for the majority of Batesville's revenue, (2) Cremation Options®, and (3) Technology Solutions.

        For 2018, Hillenbrand's Process Equipment Group sales were approximately 69% of its consolidated sales, and its Batesville sales were approximately 31% of its consolidated sales.

        Hillenbrand's principal executive offices are located at One Batesville Boulevard, Batesville, Indiana 47006, and its telephone number is (812) 934-7500. Hillenbrand's website address is www.hillenbrand.com. Information contained on Hillenbrand's website does not constitute part of this proxy statement/prospectus. Hillenbrand's stock is publicly traded on the NYSE, under the ticker symbol "HI." Additional information about Hillenbrand is included in documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page 180.

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Milacron

        Milacron is a leader in the manufacture, distribution and service of highly engineered and customized systems within the plastic technology and processing industry. It is a global company with a full-line product portfolio that includes hot runner systems, injection molding and extrusion equipment. It maintains positions across these products, as well as leading positions in process control systems, mold bases and components, maintenance, repair and operating supplies and fluid technology.

        Milacron has brand recognition with products sold in over 100 countries across six continents, and its established and market driven global footprint is well-positioned to benefit from continued robust industry growth in both developed and emerging markets. Its sales are geographically diversified with 49% in North America, 19% in Europe, 13% in China, 11% in India and 8% in the rest of the world for the year ended December 31, 2018. Its breadth of products, long history, and global reach have resulted in a large installed base of plastic processing machines and hot runner systems.

        Milacron's APPT segment designs, manufactures and sells plastic processing equipment and systems, which include injection molding, extrusion and auxiliary systems along with the related parts and service. Milacron's APPT segment has a diverse set of customers, including companies who serve in the consumer goods, packaging, electronics, medical, automotive and construction end markets.

        Milacron's MDCS segment designs, manufactures and sells highly-engineered, technically advanced hot runner and process control systems, mold bases and components, and sells MRO supplies for plastic processing operations. Hot runner systems are designed for each product a customer manufactures on an injection molding machine.

        Milacron's Fluid Technologies segment is a global manufacturer of products that are used in a variety of metalworking processes such as cutting, grinding, stamping and forming and high speed machining. The technology is used in diverse global end markets such as aerospace, medical, automotive, industrial components and machinery, bearings, munitions, packaging, job shops, and glass and mirror production.

        Milacron is headquartered in Cincinnati, Ohio and has approximately 5,469 employees worldwide. Principal manufacturing facilities are located in the United States, Canada, China, Germany, the Czech Republic and India. Milacron's executive offices are located at 10200 Alliance Road, Suite 200, Cincinnati, Ohio 45242, and its telephone number is (513) 487-5000. Milacron's website address is https://www.milacron.com. Information contained on Milacron's website does not constitute part of this proxy statement/prospectus. Milacron's stock is publicly traded on the NYSE, under the ticker symbol "MCRN." Additional information about Milacron is included in documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page 180.

Bengal Delaware Holding Corporation

        Bengal Delaware Holding Corporation, a wholly owned subsidiary of Hillenbrand, is a Delaware corporation incorporated on July 10, 2019 for the purpose of effecting the merger. Bengal Delaware Holding Corporation has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Bengal Delaware Holding Corporation are located at One Batesville Boulevard, Batesville, Indiana 47006, and its telephone number is (812) 934-7500.

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THE MERGER

        The following is a discussion of the merger between Hillenbrand and Milacron. The description of the merger agreement in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about Hillenbrand or Milacron. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Hillenbrand and Milacron make with the SEC that are incorporated by reference into this document, as described in the section entitled "Where You Can Find More Information" beginning on page 180.

Background of the Merger

        As part of Milacron's ongoing consideration and evaluation of its long-term strategic goals and plans, the Milacron Board and Milacron's senior management periodically review, consider and assess its operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review includes, among other items, considering potential opportunities for business combinations, acquisitions and other financial and strategic alternatives and engaging in preliminary discussions with various parties regarding potential business transactions.

        In November 2017, Milacron received an unsolicited inbound non-binding inquiry from a strategic bidder who is located outside the United States, or Strategic Party 1. Strategic Party 1 indicated an interest in a potential business combination with Milacron, although Strategic Party 1 did not propose any price or other terms. Milacron responded to Strategic Party 1, seeking more specificity concerning Strategic Party 1's proposal; however, no further specificity was ever received. The Milacron Board met on November 8, 2017 shortly after receipt of the inbound inquiry from Strategic Party 1, together with representatives of Milacron's outside counsel, Ropes & Gray LLP, or Ropes. At that board meeting, the Milacron Board discussed this inbound inquiry, the lack of any specific price or other terms and the likely material issues with the nature of Strategic Party 1, including assurances regarding financial capability and regulatory clearance matters. Representatives of Ropes reviewed with the Milacron Board its fiduciary duties under Delaware law, including its fiduciary duties in the business combination context. Strategic Party 1 never proceeded to negotiate any confidentiality agreement with Milacron, and discussions did not proceed.

        In early 2018, representatives of a strategic bidder, or Strategic Party 2, contacted representatives of Milacron regarding their potential interest in a transaction involving Milacron. In February 2018, representatives of Strategic Party 2 met with representatives of Milacron, and Milacron's representatives provided publicly available information regarding Milacron to Strategic Party 2 at such meetings. On May 14, 2018, Thomas Goeke, the Chief Executive Officer of Milacron, received an unsolicited inbound non-binding proposal from Strategic Party 2 and thereafter, Mr. Goeke received a telephone call from the Chief Executive Officer of Strategic Party 2 to discuss the Strategic Party 2 proposal. Strategic Party 2 proposed to acquire Milacron in a cash and stock merger (with cash comprising 75% and stock comprising 25%), at consideration of $22 per share. As of May 14, 2018, the closing price of Milacron's common stock was $19.67 per share. Mr. Goeke promptly notified the Milacron Board of the proposal.

        On May 17, 2018, the Milacron Board held a telephonic meeting to discuss the May 14 proposal from Strategic Party 2, with members of Milacron's management and representatives of Ropes present. At the invitation of the Milacron Board, representatives of Barclays, attended a portion of the meeting. At this meeting, the Milacron Board discussed the May 14 proposal from Strategic Party 2, and Milacron's proposed response thereto. Also at this meeting, prior to when representatives of Barclays

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joined the meeting, the Milacron Board discussed the possibility of engaging Barclays as the financial advisor to Milacron in connection with its consideration of the May 14 proposal from Strategic Party 2 as well as potentially other strategic alternatives.

        On May 21, 2018, the Milacron Board held a telephonic meeting to, among other things, further discuss the proposal from Strategic Party 2, with members of Milacron's management and representatives of Ropes and Barclays present. Mr. Goeke briefed the Milacron Board on the proposal of Strategic Party 2, as well as his phone call with the Chief Executive Officer of Strategic Party 2 in respect of its proposal. At the request of the Milacron Board, Barclays provided the Milacron Board with its initial analysis of the financial aspects of Strategic Party 2's proposal. Also at the request of the Milacron Board, representatives of Ropes reviewed with the directors their fiduciary duties under Delaware law, including fiduciary duties in the business combination setting. After extensive discussion, the Milacron Board instructed Mr. Goeke, with the assistance of Barclays, to contact Strategic Party 2's Chief Executive Officer to engage in further discussions regarding a potential transaction. The Milacron Board also determined that, given Barclays' expertise in merger and acquisition transactions and its knowledge of Milacron and that Barclays was independent with respect to Milacron and with respect to Strategic Party 2, it would be appropriate for Milacron to retain Barclays as its financial advisor in connection with this potential transaction. The Milacron Board also instructed the General Counsel of Milacron and representatives of Ropes to negotiate a customary confidentiality agreement with Strategic Party 2.

        During the evening of May 21, 2018, Mr. Goeke spoke by telephone with the Chief Executive Officer of Strategic Party 2 to communicate the decision of the Milacron Board. During this call, the Chief Executive Officer of Strategic Party 2 stated that Strategic Party 2 was having second thoughts about the transaction it had proposed and that Strategic Party 2 was no longer willing to proceed with the transaction outlined in its May 14, 2018 proposal letter. The Chief Executive Officer of Strategic Party 2 concluded the phone call by saying that Strategic Party 2 might be interested in an acquisition of only the Mold-Masters business unit of Milacron but, at this time, Strategic Party 2 was no longer interested in proceeding with future discussions relating to the acquisition of Milacron. Mr. Goeke promptly briefed the Milacron Board on the outcome of this telephone call with the Chief Executive Officer of Strategic Party 2. No confidentiality agreement was ever entered into by Milacron with Strategic Party 2, and no further discussions occurred with Strategic Party 2 during 2018.

        During the summer of 2018, the trade tension between the United States and China escalated. The trade tension affected Milacron's businesses in China and, as a result, Milacron experienced financial and operational challenges similar to other industrial companies with operations in China.

        During the fall of 2018, a representative of J.P. Morgan Securities LLC, or J.P. Morgan, emailed Mr. Goeke, and offered to introduce Mr. Goeke to Joe Raver, Chief Executive Officer of Hillenbrand.

        On October 31, 2018, Mr. Goeke and Mr. Raver met in Cincinnati, Ohio for an introductory meeting. Mr. Goeke and Mr. Raver did not discuss a potential transaction between Hillenbrand and Milacron.

        On November 5, 2018, Mr. Goeke met with Mr. Raver and introduced him to members of Milacron's management, including Bruce Chalmers, Chief Financial Officer, and Giovanni Spitale, President, Customer Service & Support. Representatives of Milacron and Mr. Raver did not discuss a potential transaction at this meeting.

        In the days following the meeting on November 5, 2018, Mr. Raver contacted Mr. Goeke and suggested an in-person meeting, which was scheduled for December 4, 2018.

        On November 29, 2018, in anticipation of the upcoming meeting between Mr. Raver and Mr. Goeke, Milacron and Hillenbrand executed a confidentiality agreement to permit the disclosure of

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non-public information between the parties, which confidentiality agreement did not contain a "standstill" provision for the benefit of Milacron.

        On December 4, 2018, Mr. Goeke and Mr. Raver, together with other representatives of Hillenbrand and Milacron, met at Milacron's offices in Cincinnati. At this meeting, Mr. Raver first indicated that Hillenbrand was potentially interested in a proposed business combination with Milacron. At this time, Hillenbrand did not propose a particular price per share, or any particular mix of cash and stock consideration. Mr. Goeke promptly informed the Milacron Board and briefed it on the verbal inbound inquiry by Hillenbrand at this meeting.

        On or about December 13, 2018, Mr. Raver called Mr. Goeke to discuss the process moving forward.

        On December 16, 2018, a member of Hillenbrand's management team sent a series of questions regarding Milacron to Mr. Chalmers for discussion on a call that was held on December 17, 2018 and attended by representatives of Milacron and Hillenbrand. Representatives of Milacron provided publicly available information regarding Milacron to Hillenbrand in response to such questions.

        In early-December 2018, Milacron received an unsolicited in-bound non-binding joint proposal, or the Joint Proposal, by telephone from a private equity sponsor, or Financial Party 1, and a strategic bidder, or Strategic Party 3, to acquire Milacron and a request by Financial Party 1 and Strategic Party 3 to meet with Milacron to discuss the Joint Proposal. This Joint Proposal contemplated that Strategic Party 3 would acquire Milacron, and following the consummation of that acquisition, Strategic Party 3 would sell a portion of Milacron's business to Financial Party 1. No price per share was proposed in this Joint Proposal. The Milacron Board was briefed on this Joint Proposal promptly after it was received. In mid-December 2018, representatives of Financial Party 1 and Strategic Party 3 met with members of Milacron's management regarding the Joint Proposal. Following such meeting, Strategic Party 3 indicated that it would not submit an update to the Joint Proposal in 2018.

        On February 5, 2019, the Milacron Board held a regularly-scheduled meeting. Among other things, the Milacron Board discussed Milacron's strategic alternatives, including consideration of a potential divestiture of Milacron's APPT business segment. Also at this meeting, the Milacron Board formed an ad hoc committee composed of outside directors James Gentilcore, Waters Davis and Greg Gluchowski, or, collectively, the Strategic Alternatives Committee, for the sole purpose of assisting the Milacron Board with its consideration of strategic alternatives available to Milacron.

        On February 14, 2019, Mr. Raver telephoned Mr. Goeke to inform him that Hillenbrand would be submitting a proposal for a business combination with Milacron. Mr. Goeke said he would bring any such proposal to the Milacron Board.

        On February 15, 2019, Mr. Raver sent a written non-binding proposal to Mr. Goeke, or the Hillenbrand February 15 Proposal. The Hillenbrand February 15 Proposal contemplated that Hillenbrand would acquire Milacron through a cash and stock merger (with cash comprising 25% of the consideration, and Hillenbrand stock comprising 75% of the consideration), for a per share consideration value of $18 per share. The transaction contemplated by the Hillenbrand February 15 Proposal would have required the approval of Hillenbrand's shareholders in order for Hillenbrand to issue the stock portion of the merger consideration. Mr. Goeke promptly informed the Milacron Board of the Hillenbrand February 15 Proposal.

        On February 19, 2019, the Milacron Board held a telephonic meeting to discuss Milacron's strategic alternatives, including the Hillenbrand February 15 Proposal and prior proposals and interest of third parties, including the Joint Proposal from Financial Party 1 and Strategic Party 3. At this meeting, the Milacron Board considered, among other things, a potential sale of other businesses of Milacron. Representatives of Barclays and Ropes were present at this meeting of the Milacron Board. Barclays delivered its preliminary financial analysis of the proposals received by Milacron, and reviewed

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for the Milacron Board various alternative paths forward, including without limitation, negotiating with one party, negotiating with more than one party, and commencing a market check or process to canvass the market and assess what other interest in Milacron, as a whole, or Milacron's businesses, individually, may exist among other financial bidders and strategic bidders. Representatives of Ropes reviewed with the Milacron Board its fiduciary duties under Delaware law, including without limitation fiduciary duties in the business combination setting. The Milacron Board weighed its alternatives, including proceeding with one party, proceeding with more than one party, and/or commencing a broad canvass of the market. The Milacron Board also discussed various aspects of the Hillenbrand February 15 Proposal, including its interest in Hillenbrand increasing the cash portion of the offered merger consideration to avoid a Hillenbrand shareholder vote on any potential transaction. The Milacron Board also discussed various aspects of the Joint Proposal, including the need for certainty that any Joint Proposal would not be cross-conditioned on any subsequent transaction between Financial Party 1 and Strategic Party 3. The Milacron Board also discussed a potential sale of other businesses of Milacron and the intended use of any proceeds therefrom being used to pay down Milacron's debt. At this meeting, the Milacron Board instructed Barclays to contact additional third parties to gauge their interest in a potential transaction involving Milacron or its businesses. The Milacron Board did not make any determination at this meeting to pursue any one strategic course of action, and decided to further consider its alternatives.

        Following the February 19, 2019 meeting of the Milacron Board, Milacron, at the instruction of the Milacron Board and with the assistance of Barclays, developed a plan to commence a process to canvass the market and contact numerous potential financial and strategic bidders to assess their interest in an acquisition of Milacron or its businesses.

        On February 22, 2019, the ad hoc Strategic Alternatives Committee met telephonically with other members of the Milacron Board, members of Milacron's management and representatives of Ropes and Barclays present, to further discuss, among other things, the alternatives discussed at the February 19, 2019 meeting.

        Promptly thereafter, Barclays, acting at the instruction of the Milacron Board, contacted the additional four strategic parties, Strategic Party 2, Strategic Party 3, eight additional financial parties, and Financial Party 1.

        On March 1, 2019, the Milacron Board held a telephonic board meeting with members of Milacron's management and representatives of Barclays and Ropes present. At this meeting, the Strategic Alternatives Committee reported to the Milacron Board regarding its discussions on February 22, 2019 and its views on various strategic alternatives that might be available to Milacron. The Milacron Board considered the strategic transactions available to Milacron, including, among other things, whether to negotiate the sale of Milacron with one party, whether to negotiate the sale of Milacron with more than one party, whether to continue to conduct a broad market canvass, and whether to pursue a potential sale of one or more of Milacron's business units. A representative of Ropes provided advice from a legal perspective on each of the approaches and reviewed with the Milacron Board its fiduciary duties, including in the business combination context. Representatives of Barclays summarized the Hillenbrand February 15 Proposal and provided an overview of Hillenbrand and its businesses and the Milacron Board discussed its proposed response to the Hillenbrand February 15 Proposal. In addition, representatives of Barclays discussed six additional strategic parties and nine additional financial parties who may have been interested in considering a transaction involving Milacron, which additional parties included Strategic Party 2, Strategic Party 3 and Financial Party 1. The Milacron Board considered contacting Strategic Party 1, but decided not to do so because the Milacron Board and Barclays did not believe that Strategic Party 1 would be able to demonstrate the requisite financial capability for a transaction, and the Milacron Board believed that any transaction with Strategic Party 1 carried significant risk as to whether it would receive the requisite regulatory approvals for consummation. The Milacron Board also considered the potential effects of embarking on

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a market canvass instead of negotiating with one or two parties, including the risk of losing the existing proposals and the risk of market leaks. However, the Milacron Board also considered that negotiating with one or two parties now, and forgoing a market canvass, might not yield the best possible outcome for Milacron stockholders. After carefully weighing the benefits and detriments of all of the alternatives available to Milacron, and requesting and considering Barclays' analyses and the input of Barclays, Ropes, and Milacron's management, the Milacron Board instructed Barclays to conduct a canvassing of the market to ascertain potential and realistic bidders for Milacron and to respond to Hillenbrand, on behalf of Milacron, that Milacron would be willing to provide additional information to Hillenbrand to support Hillenbrand increasing the price per share in its proposal. The Milacron Board also instructed management to have Milacron enter into appropriate confidentiality agreements with the various potential parties contacted prior to the disclosure of any confidential information. Also at this meeting, the Milacron Board and members of Milacron's management discussed Milacron's five-year strategic plan. The Milacron Board also discussed and considered the conflicts disclosure provided by Barclays and concluded that there was no material or other disabling conflict in connection with Barclays's engagement as financial advisor to Milacron. Shortly thereafter, a representative of Barclays, at the direction of the Milacron Board, spoke with a representative of Hillenbrand to communicate that Milacron was willing to proceed with reciprocal management presentations following execution of a mutually acceptable confidentiality agreement that contained a "standstill" provision for the benefit of Milacron.

        On March 3, 2019, a representative of Financial Party 1 contacted Mr. Goeke by telephone to notify him of its forthcoming written proposal and that the proposal would not be a joint proposal with Strategic Party 3. Thereafter on March 3, 2019, Financial Party 1 submitted a non-binding proposal to acquire Milacron for cash consideration of $18 per share. It was also clear from this proposal that Financial Party 1 was no longer working with Strategic Party 3.

        Also on March 3, 2019, Strategic Party 3 submitted a written non-binding proposal to acquire Milacron's MDCS segment by way of a carve-out transaction at an enterprise value of $1.60 billion in cash.

        On March 6 and 14, 2019, at Milacron's request, Barclays spoke with a strategic bidder, or Strategic Party 4, to assess its interest in a transaction with Milacron. Strategic Party 4 said it was not interested in pursuing a transaction with Milacron.

        Also on March 6, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 3, to assess its interest in a transaction with Milacron. On March 14, 2019, Financial Party 3 indicated that it might have interest in a potential transaction with Milacron, but that it was unwilling to pay a substantial premium.

        On March 6, 2019, at Milacron's request, Barclays spoke with a financial bidder, Financial Party 2, to assess its interest in a transaction with Milacron. On March 21, 2019, Financial Party 2 indicated that it might have interest in a potential transaction with Milacron, but that it was unwilling to pay a substantial premium.

        On March 7, 2019, at Milacron's request, Barclays spoke with a financial bidder, Financial Party 4, to assess its interest in a transaction with Milacron. Financial Party 4 indicated during the week of March 18, 2019 that it might have interest in a potential transaction with Milacron, but that it was unwilling to pay a substantial premium.

        On March 7, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 5, to assess its interest in a transaction with Milacron. Financial Party 5 later indicated that it might have interest in a potential transaction with Milacron, but that it was unwilling to pay a substantial premium.

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        On March 8, 2019, the Milacron Board held a telephonic board meeting with members of Milacron's management and representatives of Ropes and Barclays present. At this meeting, Barclays presented a summary of the current status of the market canvassing and detailed the proposals made by Hillenbrand, Strategic Party 3 and Financial Party 1. At the request of the Milacron Board, Barclays reviewed various financial analyses prepared by Barclays, including a sum of the parts analysis. The Milacron Board reviewed again with management Milacron's five-year stand-alone plan, as an additional data point. The Milacron Board discussed the various proposals, and noted a concern that Strategic Party 3's proposal for a carve-out transaction contemplated leaving a stub portion of Milacron as the publicly traded enterprise and therefore may not be in the best interest of Milacron stockholders. The Milacron Board also further considered the potential sale of other businesses of Milacron. Also at this meeting, Barclays identified two additional financial parties that may have been interested in considering a potential acquisition of Milacron, and the Milacron Board instructed Barclays to contact the two additional financial parties.

        On March 8, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 7, to assess its interest in a transaction with Milacron. On March 14, 2019, Financial Party 7 indicated that it might have interest in a potential transaction with Milacron but was unwilling to pay a substantial premium.

        On March 8, 2019 and March 19, 2019, at Milacron's request, Barclays spoke with a strategic bidder, or Strategic Party 5, to assess its interest in a transaction with Milacron. Strategic Party 5 said it would consider a potential transaction with Milacron and would revert during the week of March 25, 2019. Strategic Party 5 never reverted to Barclays nor did it provide any written indication of interest.

        On March 11, 2019, at Milacron's request, Barclays spoke with a strategic bidder, or Strategic Party 6, to assess its interest in a transaction with Milacron. Strategic Party 6 said it was not interested pursuing a transaction with Milacron.

        Also on March 11, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 8, to assess its interest in transaction with Milacron. Financial Party 8 provided a preliminary value indication "in the high teens."

        Also during the week of March 11, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 6, to assess its interest in a transaction with Milacron. Financial Party 6 suggested it might have interest in a transaction, and said it would revert during the week of March 25, 2019.

        On March 13, 2019, at Milacron's request, Barclays spoke with a strategic bidder, or Strategic Party 7, to assess its interest in a transaction with Milacron. Strategic Party 7 said it had interest in a potential transaction with Milacron and would revert to Barclays after it discussed the potential transaction internally. Strategic Party 7 never reverted to Barclays nor did it provide any written indication of interest.

        On March 14, 2019, representatives of Barclays spoke with representatives of Financial Party 3. Financial Party 3 indicated that it was interested in a potential transaction with Milacron but that it was unlikely to be able to submit a proposal to acquire Milacron at a premium above $15-16 per share of Milacron common stock. Financial Party 3 never provided any written indication of interest to acquire Milacron.

        On March 15, 2019, at Milacron's request, Barclays spoke with a representative of Strategic Party 2 to assess Strategic Party 2's interest in a transaction with Milacron. Strategic Party 2 stated verbally that it might have interest in a potential transaction with Milacron following completion of Milacron's market canvassing, but that it was not interested in transacting with Milacron at this time. Strategic Party 2 also indicated that it might have interest in the Mold-Masters business unit at a valuation of $1.5 billion, but that Strategic Party 2 was unwilling to take a lead role. No written indication of

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interest was received from Strategic Party 2, and Strategic Party 2 declined to enter into a confidentiality agreement with Milacron.

        On March 15, 2019, the Milacron Board held a telephonic board meeting with members of Milacron's management and representatives of Ropes and Barclays present. Barclays provided an update as to the market canvass outreach. The Milacron Board instructed Barclays to schedule due diligence sessions and management sessions with potentially interested parties, including Hillenbrand, Strategic Party 3 and Financial Party 1. Representatives of Ropes also reviewed with the Milacron Board at this time its fiduciary duties under Delaware law, including in the business combination context.

        On March 20, 2019, Milacron and Barclays executed an engagement letter in respect of Barclays' engagement as financial advisor to Milacron.

        On March 22, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 11, to assess its interest in a transaction with Milacron. Financial Party 11 said it was not able to pursue a transaction with Milacron.

        Also on March 22, 2019, at Milacron's request, Barclays spoke with a financial bidder, or Financial Party 12, to assess its interest in a transaction with Milacron. Financial Party 12 expressed an interest in a potential transaction with Milacron and said it would revert to Barclays after it discussed the potential transaction internally.

        Also on March 22, 2019, the Milacron Board held a telephonic board meeting with members of Milacron's management and representatives of Ropes, Barclays and Sard Verbinnen & Co. present for all or a portion of the meeting. Barclays presented a review of the progress of its market canvass, and the progress that each remaining potential bidder had made at that time in its diligence, and Barclays also provided the feedback received from each bidder to date (as noted above from March 6 through March 21, 2019). A representative of Ropes also reviewed with the Milacron Board its fiduciary duties under Delaware law, including in the business combination context. The Milacron Board continued its discussion on whether to pursue a sale of other businesses of Milacron and use the resulting cash proceeds to pay down Milacron's debt, as opposed to pursuing a business combination involving the entire company, and which alternative would present a more desirable outcome for Milacron stockholders. The Milacron Board determined to continue its evaluation of Milacron's strategic alternatives, and directed Barclays and Ropes to proceed with regard to all alternatives available to Milacron with a view toward determining which alternative would yield the best possible outcome for Milacron stockholders.

        Also on March 22, 2019, Milacron entered into a confidentiality agreement with Hillenbrand, which agreement superseded and replaced the November 29, 2018 confidentiality agreement. The confidentiality agreement contained a "standstill" provision for the benefit of Milacron which would automatically terminate if and at such time, if ever, as Milacron were to enter into a definitive agreement to sell more than 50% of Milacron's assets or equity, whether by merger or otherwise.

        On March 25, 2019, Financial Party 1 entered into a confidentiality agreement with Milacron, which confidentiality agreement contained a "standstill" provision for the benefit of Milacron that automatically terminated upon the execution of the merger agreement.

        On March 29, 2019, the Milacron Board held a telephonic board meeting with members of Milacron's management and representatives of Ropes and Barclays present in order to receive an update regarding the market canvassing to date and upcoming management presentations with potentially interested parties. The Milacron Board also considered, among other things, Milacron's five-year stand-alone plan.

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        Between April 1 and April 17, 2019, representatives of Milacron held meetings with each of Financial Party 1, Hillenbrand, Financial Party 8, Financial Party 6, Financial Party 9 (defined below) and Financial Party 10 (defined below) at which meetings Milacron's management presented an overview of various aspects of Milacron's business in order to facilitate each such party's due diligence efforts.

        Also in April 2019, a number of potential acquirers performed due diligence on Milacron in coordination with Milacron's management and its advisors.

        During the week of April 1, 2019, representatives of Financial Party 12 contacted representatives of Barclays to indicate that it would not be submitting a proposal to acquire Milacron.

        On April 2 and April 3, 2019, representatives of Milacron's and Hillenbrand's respective management teams met in New York, and each management team presented an overview of various aspects of their respective business in order to facilitate their respective due diligence efforts and better understand potential synergies in connection with a potential transaction. Follow-up diligence sessions involving Milacron and Hillenbrand management occurred telephonically during the weeks of April 1 and April 8.

        On April 2, 2019, Milacron received a joint non-binding indication of interest from Strategic Party 3 and a financial bidder, or Financial Party 9, in which Strategic Party 3 and Financial Party 9 jointly expressed an interest in acquiring Milacron in an all-cash transaction valued at approximately $18.50-20.00 per share of Milacron common stock.

        On April 3, 2019, Milacron entered into a confidentiality agreement with Financial Party 8 in order to facilitate due diligence, which confidentiality agreement contained a "standstill" provision for the benefit of Milacron that automatically terminated upon the execution of the merger agreement.

        On April 4, 2019, the ad hoc Strategic Alternatives Committee met telephonically with other members of the Milacron Board, members of Milacron's management and representatives of Ropes and Barclays present. Barclays provided an update on recent discussions with Hillenbrand and Financial Party 1 and discussed the joint indication of interest from Strategic Party 3 and Financial Party 9.

        On April 4, 2019, Milacron entered into a confidentiality agreement with Financial Party 6 in order to facilitate due diligence, which confidentiality agreement contained a "standstill" provision for the benefit of Milacron that automatically terminated upon the execution of the merger agreement.

        On April 8, 2019, Milacron entered into confidentiality agreements with each of Strategic Party 3 and Financial Party 9, in order to facilitate due diligence, which confidentiality agreement contained a "standstill" provision for the benefit of Milacron that automatically terminated upon the execution of the merger agreement.

        On April 12, 2019, the Milacron Board held a telephonic board meeting, with members of Milacron's management and representatives of Ropes and Barclays present. Barclays provided the Milacron Board with an update on the recent management presentations and discussions with potential acquirers (including background information on such acquirers), discussed the potential sale of other businesses of Milacron and reviewed other potential strategic and financial parties that Milacron could consider contacting as part of the market canvassing. Also at this meeting, a representative of Ropes reviewed with the Milacron Board its fiduciary duties under Delaware law, including fiduciary duties in the business combination setting. Following extensive discussions, the Milacron Board authorized management and Barclays to continue discussions regarding the potential sale of other businesses of Milacron as well as a potential transaction with each of Hillenbrand, Financial Party 1, Strategic Party 3 and Financial Party 9 and in connection therewith, request revised proposals from each of the parties on or about May 8, 2019, and instructed management and Barclays to contact the other remaining potential parties to assess what interest, if any, those parties had in Milacron.

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        In mid-April 2019, members of Hillenbrand's management, including Mr. Raver, Kristina Cerniglia, the Chief Financial Officer of Hillenbrand, Kim Ryan, President of Hillenbrand's Coperion business, and Jim Hooven, Vice President, Hillenbrand Operating Model, visited a Milacron facility in China and two Milacron facilities in India, accompanied by members of Milacron's management, including Ling An-Heid, President, Mold-Masters, and Mr. Spitale.

        On April 18, 2019, Milacron entered into a side letter to the non-disclosure agreement with Financial Party 6 in order to permit Financial Party 6 to contact financing sources.

        On April 23, 2019, the Milacron Board held a telephonic board meeting, with members of Milacron's management and representatives of Ropes and Barclays present for a portion of that meeting. Barclays provided an update to the Milacron Board on the market canvassing undertaken to date, the status of the discussions with each of the potentially interested parties and summarized the expected process over the next several weeks.

        On April 26, 2019, at Milacron's request, Barclays distributed a process letter in connection with the market canvassing.

        On April 30, 2019, a representative of Barclays and a representative of Strategic Party 3 spoke by telephone. On this call, a representative of Strategic Party 3 indicated that it would not be submitting a revised proposal to acquire Milacron.

        Also in late April and early May, at Milacron's request, representatives of Barclays had one or more conversations with representatives of Financial Party 9 during which Financial Party 9 indicated that it was not able to further consider a potential acquisition of Milacron without Strategic Party 3. Financial Party 9 expressed a continued interest in potentially acquiring the APPT segment of Milacron, but indicated that it was no longer interested in proceeding with future discussions relating to the acquisition of Milacron.

        On May 6, 2019, a representative of Barclays was contacted by a representative of Financial Party 1 who indicated that Financial Party 1 would not be submitting a revised proposal to acquire Milacron.

        On May 8, 2019, Hillenbrand submitted an improved written non-binding proposal to Milacron, which contemplated a cash and stock merger pursuant to which Milacron stockholders would receive value of $18 per share of Milacron common stock, but contemplated a 50% cash and 50% Hillenbrand stock mix, which required the approval of Hillenbrand's shareholders to issue the stock portion of the merger consideration, or the Hillenbrand May 8 Proposal. The Hillenbrand May 8 Proposal also contained a request for Milacron and Hillenbrand to enter into a period of exclusive discussions.

        On May 8, 2019, Financial Party 6 contacted Barclays and verbally proposed a transaction whereby Financial Party 6 would acquire Milacron for between $16-17 per share in cash. Financial Party 6 did not follow up with a written proposal.

        Also on May 8, 2019, a financial bidder, or Financial Party 10, contacted Barclays to indicate that, based on publicly available information, Financial Party 10 proposed to acquire Milacron for between $17-18 per share in cash.

        Also on May 8, 2019, Financial Party 9 contacted Barclays to indicate that it was no longer pursuing a potential acquisition of the APPT segment of Milacron.

        On May 9, 2019, Financial Party 8 submitted a written non-binding proposal to acquire Milacron at a purchase price of $16 per share of Milacron common stock in cash.

        On May 10, 2019, the Milacron Board held a telephonic meeting, with representatives of Milacron's management, Barclays and Ropes in attendance, in order to discuss Milacron's strategic alternatives, including the recently received proposals. Representatives of Barclays summarized for the

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Milacron Board the terms of the written proposals received from Hillenbrand and Financial Party 8, as well as the verbal indications of interest received from Financial Party 6 and Financial Party 10 and Barclays provided its preliminary financial analysis thereof. The Milacron Board acknowledged that the Hillenbrand May 8 Proposal had a higher per share price than the proposals received from Financial Party 6, Financial Party 10 and Financial Party 8. The Milacron Board instructed management to enter into a confidentiality agreement with Financial Party 10.

        On May 11, 2019, Milacron entered into an agreement with OC Spartan Acquisition, Inc., an entity backed by Osgood Capital Group LLC and Cyprium Investment Partners LLC, pursuant to which Milacron agreed to sell substantially all of the assets of its Uniloy blow molding business.

        On May 13, 2019, Milacron entered into a non-disclosure agreement with Financial Party 10 in order to facilitate due diligence, which confidentiality agreement contained a "standstill" provision for the benefit of Milacron that automatically terminated upon the execution of the merger agreement.

        On May 15, 2019, the Milacron Board held a telephonic meeting, with members of Milacron's management and representatives of Barclays and Ropes in attendance, in order to discuss Milacron's strategic alternatives, including the recently received proposals. The Milacron Board noted that while the Hillenbrand May 8 Proposal had been improved by reason of the fact that the cash portion of the consideration was increased, the price per share remained the same as in the Hillenbrand February 15 Proposal. Barclays provided its preliminary financial analysis on the Hillenbrand May 8 Proposal and presented to the Milacron Board certain information concerning Hillenbrand and its businesses, including its preliminary valuation analysis and Hillenbrand financial forecasts prepared by Hillenbrand's management. The Milacron Board discussed, with the input from Milacron's management, how Milacron could provide additional diligence information to Hillenbrand in an attempt to persuade Hillenbrand to increase the price per share in its proposal. The Milacron Board also noted that the Hillenbrand May 8 Proposal still required the approval of Hillenbrand's shareholders to issue the stock component of the merger consideration, and discussed the risk that could pose to the transaction. The Milacron Board requested management to provide its view on Milacron's five-year strategic plan and Milacron's stand-alone plan, and weighed those as an alternative to a business combination involving the whole company or one or more of Milacron's businesses. Also at this meeting, the Milacron Board considered a sale of other businesses of Milacron. At this meeting, representatives of Ropes also reviewed with the Milacron Board its fiduciary duties under Delaware law, including in the business combination context. At this meeting and a subsequent meeting of the Milacron Board on May 17, 2019, the Milacron Board instructed Milacron's management, Barclays and Ropes to work to obtain a further improved proposal from Hillenbrand at a higher per share price with an increased mix of cash (relative to the cash-stock mix) and a proposal that did not require a Hillenbrand shareholder vote to issue the stock portion of the merger consideration.

        On May 17, 2019, at Milacron's request, Barclays contacted a representative of J.P. Morgan, financial advisor to Hillenbrand, to provide Milacron's preliminary feedback on the Hillenbrand May 8 Proposal.

        On May 17, 2019, the Milacron Board held a telephonic meeting, with members of Milacron's management and representatives of Barclays and Ropes in attendance, in order to receive an update on the recent discussions between representatives of Barclays and J.P. Morgan and to further discuss the Hillenbrand May 8 Proposal.

        On May 20, 2019, the Milacron Board met again, with members of Milacron's management and representatives of Barclays and Ropes present. Barclays updated the Milacron Board on recent discussions with representatives of J.P. Morgan in response to the Hillenbrand May 8 Proposal. The Milacron Board discussed, with the input from Milacron's management, providing additional management sessions to Hillenbrand in an attempt to persuade Hillenbrand to increase the price per share in its proposal. The Milacron Board further instructed Milacron's management, Barclays and

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Ropes to work to obtain a further improved proposal from Hillenbrand, containing a higher per share price, an increased mix of cash (relative to the cash-stock mix), and the elimination of the requirement of a Hillenbrand shareholder vote to issue the stock portion of the merger consideration.

        On May 21, 2019, at Milacron's request, a representative of Barclays contacted a representative of Financial Party 8 by telephone to communicate that Financial Party 8's latest proposal did not adequately value Milacron and to encourage Financial Party 8 to submit an increased proposal. Financial Party 8 did not thereafter submit a revised proposal.

        Also on May 21, 2019, at Milacron's request, a representative of Barclays contacted a representative of Financial Party 6 by telephone to communicate that Financial Party 6's verbal indication of interest did not adequately value Milacron and to encourage Financial Party 6 to submit an increased proposal. On this call, a representative of Financial Party 6 indicated to Barclays that it would not be submitting a revised proposal.

        On May 23, 2019, Mr. Raver telephoned Mr. Goeke to verbally reiterate to Milacron Hillenbrand's non-binding proposal of $18 per share but indicated a willingness to adjust to a 60% cash and 40% Hillenbrand stock consideration mix.

        On May 24, 2019, representatives of Barclays contacted representatives of J.P. Morgan to discuss financial aspects of Hillenbrand's most recent proposal.

        Later on May 24, 2019, the ad hoc Strategic Alternatives Committee met telephonically to further discuss, among other things, the Hillenbrand May 8 Proposal and means for soliciting a higher price per share of Milacron common stock from Hillenbrand. Also present at this meeting were other members of the Milacron Board, members of Milacron's management and representatives of Ropes and Barclays.

        On or around May 30, 2019, a representative of Barclays spoke with a representative of Financial Party 10 by telephone. On this call, Financial Party 10 indicated that any subsequent proposal by Financial Party 10 to acquire Milacron would be at a price per share that was less than the $17-18 proposal that Financial Party 10 submitted on May 8, 2019. Representatives of Barclays encouraged Financial Party 10 to submit an increased proposal. Financial Party 10 did not thereafter submit a revised proposal.

        On May 31, 2019, the Milacron Board instructed Ropes to distribute a form of a merger agreement to Hillenbrand.

        During the course of the week starting June 3, 2019, multiple conference calls occurred between representatives of Hillenbrand, J.P. Morgan, Skadden, Arps, Slate, Meagher & Flom LLP, or Skadden, counsel to Hillenbrand, Milacron, Barclays, Ropes and other advisors to conduct due diligence on Milacron.

        On June 5, 2019, representatives of Hillenbrand and Milacron met in New York, with representatives of Barclays and J.P. Morgan present, to review Milacron's 2019 forecasts. At this meeting, representatives of Hillenbrand also presented certain financial information concerning Hillenbrand, including in respect of its guidance and forecasting.

        On June 7, 2019, representatives of Milacron, Hillenbrand, Barclays, J.P. Morgan, PricewaterhouseCoopers, independent auditors for Hillenbrand, and Ernst & Young, independent auditors for Milacron, had a conference call to discuss financial and accounting due diligence matters.

        Throughout June and July 2019, representatives of Hillenbrand and Milacron, together with their respective advisors, held meetings by telephone to further their respective due diligence reviews.

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        On June 10, 2019, the ad hoc Strategic Alternatives Committee met by telephone with other members of the Milacron Board, members of Milacron's management and representatives of Barclays and Ropes present, and received an update on the transaction process.

        On June 11, 2019, the Compensation Committee of the Milacron Board met, together with representatives of Ropes by telephone, to discuss the treatment of equity awards in a potential transaction.

        On June 14, 2019, the ad hoc Strategic Alternatives Committee met by telephone with other members of the Milacron Board, members of Milacron's management and representatives of Barclays and Ropes present, and received an update on the transaction process.

        On June 19, 2019, at Milacron's request, Barclays distributed a final process letter to Hillenbrand.

        On June 24, 2019, the ad hoc Strategic Alternatives Committee met by telephone, with other members of the Milacron Board and Milacron's management and representatives of Barclays and Ropes present. Barclays provided an update to the ad hoc Strategic Alternatives Committee on the status of discussions with Hillenbrand.

        On June 24, 2019, Skadden, on behalf of Hillenbrand, distributed a markup of the draft merger agreement to Ropes.

        On June 25, 2019, the ad hoc Strategic Alternatives Committee met by telephone, with other members of the Milacron Board, members of Milacron's management and representatives of Barclays and Ropes in attendance, to review and discuss the material and other issues present in the June 24 Hillenbrand markup of the merger agreement. A representative of Ropes reviewed with the Milacron Board its fiduciary duties, including in the business combination context and the issues present in the June 24 Hillenbrand markup of the merger agreement. Among other things, the representative of Ropes noted that Hillenbrand had proposed a termination fee of 3.75% of Milacron's equity value; proposed that Hillenbrand be able to terminate the merger agreement in the event of a breach of the "no solicitation" provision; deleted most of the restrictions on Hillenbrand making acquisitions and dispositions and issuing stock between signing and closing; deleted provisions providing for the transaction to be a tax-free reorganization; provided for expense reimbursement of 1% of Milacron's equity value if Milacron stockholders failed to vote in favor of the transaction; and removed several exceptions from the "material adverse effect" definition. It was determined for Ropes to propose a 2.5% break-up fee; to reject any expense reimbursement; to seek to restore the restrictions on Hillenbrand making acquisitions and dispositions and issuing stock between signing and closing; and to otherwise proceed with the recommendations that Ropes had made and that were consistent with terms the Milacron Board had approved.

        On June 26, 2019, representatives of Ropes, Barclays and Milacron had a call with representatives of Skadden and Hillenbrand to conduct reverse legal due diligence on Hillenbrand, with representatives of J.P. Morgan also in attendance. Also on June 26, 2019, representatives of Milacron and Hillenbrand held additional due diligence discussions with Milacron's outside financial advisors, among others.

        Also on June 26, 2019, representatives of Ropes had a call with representatives of Skadden to provide feedback on Hillenbrand's latest draft of the merger agreement. Ropes conveyed to Skadden the feedback of the Milacron Board, and requested, on behalf of Milacron, that Skadden provide a revised markup of the merger agreement.

        On June 27, 2019, Hillenbrand submitted a revised written non-binding proposal to acquire Milacron, or the Hillenbrand June 27 Proposal. The Hillenbrand June 27 Proposal contemplated consideration per share of Milacron common stock of: (a) $11.80 in cash, or the cash consideration, and (b) a fraction of a share of Hillenbrand common stock equal to $6.35 divided by the volume weighted average stock price of the Hillenbrand common stock over the ten trading days prior to

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execution of the merger agreement (such fraction described in this clause (b), or the exchange ratio. This equated to an equity value of approximately $1.3 billion, and an enterprise value of approximately $2 billion. The Hillenbrand June 27 Proposal referred to the consideration per share of Milacron common stock as being $18.15 per share, although the consideration would subsequently fluctuate because the calculation of the exchange ratio at the time the merger agreement would be signed was to be based on the trading price of the Hillenbrand common stock after the merger agreement was publicly announced. The Hillenbrand June 27 Proposal also contemplated that cash would comprise 65% of the consideration per share of Milacron common stock and Hillenbrand stock would comprise 35% of the consideration per share of Milacron common stock. The Hillenbrand June 27 Proposal also stated that the approval of Hillenbrand's shareholders would not be required to issue the Hillenbrand stock in the transaction. The Hillenbrand June 27 Proposal noted several open due diligence issues, and it requested that Milacron sign an exclusivity agreement that would provide Hillenbrand with exclusivity through 11:59 pm New York City time on July 10, 2019.

        During the evening of June 27, 2019, the ad hoc Strategic Alternatives Committee met by telephone, together with other members of the Milacron Board, representatives of Milacron's management, Barclays and Ropes, to discuss the Hillenbrand June 27 Proposal. Barclays provided its preliminary financial analysis on the Hillenbrand June 27 Proposal. This discussion was continued by telephone during the afternoon of June 28, 2019, during which time Barclays again presented its view on the valuation proposed by the Hillenbrand June 27 Proposal. The ad hoc Strategic Alternatives Committee considered the Hillenbrand June 27 Proposal, and compared it to, among other things, the various Barclays financial analyses, Milacron's five-year stand-alone plan, and the sum of the parts analysis. Also at this meeting, representatives of Ropes and Barclays provided a summary of the reverse diligence undertaking of Hillenbrand conducted by Milacron and its legal advisors to date.

        During the afternoon of June 28, 2019, the Milacron Board met by telephone, with members of Milacron's management and representatives of Barclays and Ropes in attendance, to discuss the Hillenbrand June 27 Proposal. Barclays provided its preliminary financial analysis on the Hillenbrand June 27 Proposal. Ropes reviewed for the Milacron Board its fiduciary duties under Delaware law, including in the business combination context. The Milacron Board considered the valuation proposed by the Hillenbrand June 27 Proposal, and compared it, among other things, to Milacron's five-year stand-alone plan and the various financial analyses prepared by Barclays, including the sum of the parts analysis of Milacron. The Milacron Board also considered a sale of other businesses of Milacron and weighed that as an alternative to the Hillenbrand June 27 Proposal. The Milacron Board also considered the remaining diligence items and Hillenbrand's request for exclusivity. While the Milacron Board determined that the valuation provided was sufficient to continue discussions with Hillenbrand, the Milacron Board was not willing, at that time, to enter into exclusivity in light of the remaining diligence items. The Milacron Board instructed Barclays and Ropes to request that Hillenbrand resolve its remaining diligence items before any discussion on exclusivity took place.

        On June 29, 2019, at the instruction of the Milacron Board, Ropes distributed a revised draft merger agreement to Skadden, and Ropes distributed a draft of the Milacron disclosure letter to Skadden. The Milacron Board's rationale for distributing the revised draft of the merger agreement to Hillenbrand was that, were there to be another request for exclusivity by Hillenbrand, the Milacron Board wanted to inform itself of the totality of the open issues concerning a transaction with Hillenbrand.

        On July 1, 2019, the ad hoc Strategic Alternatives Committee met by telephone, with other members of the Milacron Board, members of Milacron's management and representatives of Barclays and Ropes in attendance, to receive a status update, including on the open diligence items set forth in the Hillenbrand June 27 Proposal. Although significant progress had been made in resolving the open diligence items, some diligence items still remained. It was determined that Barclays and Ropes would continue to work to resolve all of the diligence items. It was noted that Hillenbrand had ceased

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requesting exclusivity, so management, Barclays and Ropes were to not engage in any further discussion on the topic of exclusivity.

        On July 1, 2019, Skadden distributed a markup of the revised merger agreement to Ropes.

        On July 3, 2019, the Milacron Board held a telephonic board meeting, with members of Milacron's management and representatives of Ropes and Barclays in attendance. Ropes reviewed with the directors their fiduciary duties under Delaware law, including fiduciary duties in the business combination setting. Ropes also reviewed the material and other terms reflected in the July 1 markup of the merger agreement with Hillenbrand. Ropes noted that Hillenbrand's request for expense reimbursement had been removed, but that Hillenbrand was still requesting a termination fee of 3.75% of Milacron's equity value. Ropes also noted that while improvement had been made on the covenants applying to Milacron as well as the covenants applying to Hillenbrand between signing and closing, and on the "material adverse effect" definition, the covenants on acquisitions, dispositions and stock issuance had still been deleted, and there were exceptions in "material adverse effect" that had not been resolved. The Milacron Board instructed Ropes to continue to negotiate those provisions with Hillenbrand's lawyers and instructed that on the break-up fee, Milacron counter with 2.75% of Milacron's equity value. Barclays provided its preliminary financial analysis on the Hillenbrand June 27 Proposal and updated the Milacron Board on its recent discussions with representatives of J.P. Morgan, including explaining preliminary feedback received by Hillenbrand from the credit rating agencies.

        Also on July 3, 2019, Ropes distributed a markup of the revised merger agreement and a revised draft of the Milacron disclosure letter to Skadden.

        On July 4, 2019, Mr. Raver spoke with Mr. Goeke by phone concerning the proposed transaction. Mr. Goeke advised that he understood there were still significant open issues that were being negotiated.

        Also on July 4, 2019, Skadden sent a markup of the Milacron disclosure letter to Ropes.

        On July 5, 2019, the ad hoc Strategic Alternatives Committee met by telephone, with other members of the Milacron Board, members of Milacron's management and representatives of Barclays as Ropes present as well, to discuss the status of the negotiations with Hillenbrand. At this meeting, Barclays provided an updated preliminary financial analysis of the Hillenbrand June 27 Proposal. On July 5, independent director David Reeder also joined the ad hoc Strategic Alternatives Committee.

        On July 5, 2019, the Compensation Committee of the Milacron Board also met telephonically, with representatives of Ropes and Barclays present, to discuss the provisions of the draft merger agreement affecting equity awards. Also on July 5, 2019, a representative of Skadden spoke with a representative of Ropes to provide a preview of the compromises that Hillenbrand was willing to make in the merger agreement.

        Also on July 5, 2019, Skadden sent a revised merger agreement and comments to the Milacron disclosure letter to Ropes. Ropes promptly informed the Milacron Board, and noted that, among other things, the termination fee that was requested by Hillenbrand had been lowered to 3.5% of Milacron's equity value.

        On July 7, 2019, the ad hoc Strategic Alternatives Committee met by telephone, with other members of the Milacron Board, members of Milacron's management and representatives of Barclays and Ropes in attendance. A representative of Ropes summarized the material and other issues in the July 5 merger agreement, including among other things that Hillenbrand had lowered its requested termination fee to 3.5% of Milacron's equity value. A representative of Ropes also reviewed with the Milacron Board its fiduciary duties under Delaware law, including in the business combination context. It was determined that Ropes should continue to negotiate the merger agreement to resolve the open issues and to counter the termination fee request with a proposal of 3% of Milacron's equity value.

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        On July 7, 2019, Skadden and Ropes held a telephone conference call to discuss the open points in the merger agreement. Later that evening, Ropes sent a revised merger agreement to Skadden reflecting, among other things, the 3% of Milacron's equity value termination fee. Also on July 7, 2019, Skadden sent a draft of the Hillenbrand disclosure letter to Ropes.

        On July 8, 2019, the ad hoc Strategic Alternatives Committee met by telephone, with other members of the Milacron Board, members of Milacron's management and representatives of Barclays and Ropes in attendance to discuss the status of negotiations with Hillenbrand. Also on July 8, 2019, Skadden and Ropes held a telephone conference call to discuss the open points in the Milacron disclosure letter.

        On July 9, 2019, Skadden sent a revised merger agreement to Ropes. Among other things, Hillenbrand continued to propose a 3.5% of Milacron's equity value termination fee. Also on July 9, 2019, Ropes sent a revised version of the Milacron disclosure letter and comments on the Hillenbrand disclosure letter to Skadden. Overnight, Skadden sent comments on the Milacron disclosure letter and a revised version of the Hillenbrand disclosure letter to Ropes.

        On July 9, 2019, the ad hoc Strategic Alternatives Committee met by telephone, together with other members of the Milacron Board, members of Milacron's management and representatives of Ropes and Barclays. A representative of Ropes reviewed with the Milacron Board recent developments and negotiations concerning the terms of the merger agreement with Hillenbrand. A representative of Ropes also reviewed with the directors their fiduciary duties under Delaware law, including fiduciary duties in the business combination setting. Barclays reviewed with the Milacron Board recent discussions with representatives of J.P. Morgan. It was determined for Barclays and Ropes to make a package proposal to Hillenbrand to see if there was a solution to resolve the open points in a manner that would be acceptable to Milacron.

        On July 10, 2019, Barclays and Ropes had a telephone call with representatives of J.P. Morgan and Skadden, in which a representative of Ropes reviewed the terms of a package proposal that, among other things, contemplated a 3.25% termination fee. Following that call, Ropes sent a revised merger agreement that reflected the terms of the package proposal. Later that day, at the direction of Hillenbrand, representatives of J.P. Morgan and Skadden responded with a counter-proposal, with a proposed termination fee of 3.375% of Milacron's equity value. Overnight, Skadden sent to Ropes a revised merger agreement reflecting Hillenbrand's counter-proposal. Also on July 10, 2019, Ropes sent a revised version of the Milacron disclosure letter and comments on the Hillenbrand disclosure letter to Skadden, and later in the evening Skadden sent comments on the Milacron disclosure letter back to Ropes.

        During the evening of July 10, 2019, the Milacron Board met by telephone, with members of Milacron's management and representatives of Barclays and Ropes in attendance. Representatives of Ropes and Barclays reviewed the remaining open issues on the merger agreement with the Milacron Board, as well as the counter-proposal by Hillenbrand. The Milacron Board, in light of the compromises that Hillenbrand had made in its counter-proposal, determined to accept the termination fee of 3.375% of Milacron's equity value because, among other things, Milacron had conducted a broad market canvass since February 2019 with the result that Hillenbrand's proposal was the highest price per share proposal received and because the merger agreement provided Milacron with the right to terminate the merger agreement to accept a "superior proposal." The Milacron Board also determined, after consulting with and receiving input from Barclays and Ropes, that a 3.375% termination fee was unlikely to deter any party who might be willing to make a superior proposal. Also at this meeting, members of Milacron's management provided the Milacron Board with an overview of its due diligence review of Hillenbrand and a representative of Ropes reviewed with the directors their fiduciary duties under Delaware law, including fiduciary duties in the business combination setting.

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        On July 11, 2019, Ropes and Barclays had numerous calls with representatives of Skadden and J.P. Morgan to finalize the forms of the merger agreement, the Milacron disclosure letter and the Hillenbrand disclosure letter associated with the merger agreement. During this time, Ropes and Skadden also had multiple calls to negotiate the remaining open issues in the merger agreement, the Milacron disclosure letter and the Hillenbrand disclosure letter, and numerous revised drafts of those documents were exchanged among the parties and their advisors.

        On July 11, 2019, the Milacron Board held a telephonic board meeting, with members of Milacron's management and representatives of Ropes and Barclays in attendance. Milacron's July 11, 2019 closing stock price was $13.53 per share, and the consideration per share of Milacron common stock offered on this date was (a) the cash consideration of $11.80 in cash; and (b) the exchange ratio of 0.1612 of a share of Hillenbrand common stock (calculated as $6.35 divided by the volume weighted average stock price of the Hillenbrand common stock over the ten trading days prior to execution of the merger agreement). Representatives of Barclays reviewed with the Milacron Board its financial analyses of the merger consideration and rendered an oral opinion, confirmed by delivery of its written opinion, dated July 12, 2019, to the Milacron Board to the effect that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in the written opinion, the merger consideration to be received by the holders of Milacron common stock was fair, from a financial point of view, to such holders. Ropes discussed legal matters with the Milacron Board, including reviewing with the directors their fiduciary duties under Delaware law, including fiduciary duties in the business combination setting, and the material provisions of the merger agreement with Hillenbrand. After carefully considering the proposed terms of the transaction with Hillenbrand, and taking into consideration the matters discussed during that meeting and prior meetings of the Milacron Board (for additional detail, see "Recommendation of The Milacron Board and Milacron's Reasons for the Merger" beginning on page 64), the Milacron Board unanimously (i) determined that the merger agreement and the transactions contemplated thereby were fair to and in the best interests of Milacron and Milacron stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (iii) directed that the adoption of the merger agreement be submitted to a vote at a special meeting of Milacron stockholders, and (iv) resolved to recommend adoption of the merger agreement and approval of the transactions contemplated by the merger agreement by Milacron stockholders. Also on July 11, 2019, in connection with the Milacron Board approval of the Hillenbrand transaction, the Compensation Committee of the Milacron Board approved certain compensation and benefits-related matters which are described in greater detail under the heading "—Interests of Directors and Executive Officers of Milacron in the Merger" beginning on page 83.

        Shortly after 12:01 a.m. New York City time on July 12, 2019, Milacron, Hillenbrand and Merger Subsidiary executed and delivered the merger agreement, and delivered the final version of the Milacron disclosure letter and the final version of the Hillenbrand disclosure letter.

        The parties publicly announced the executed and delivered merger agreement via joint press release before the opening of trading on the New York Stock Exchange on July 12, 2019.

Milacron Board of Directors' Recommendation and Reasons for the Merger

        In evaluating the merger agreement and the merger, the Milacron Board consulted with Milacron's management and its legal and financial advisors and, in reaching its decision to, among other things, approve the merger agreement and the merger and to recommend that Milacron stockholders adopt the merger agreement, the Milacron Board considered a variety of factors, including the following

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(which factors are not presented in any particular order of importance or assigned any particular weight):

•

historical information regarding (i) Milacron's business, financial performance and results of operations, (ii) market prices, volatility and trading activity with respect to Milacron common stock, and (iii) market prices with respect to other industry participants and general market indices;



•

current information regarding (i) Milacron's business, prospects, financial condition, operations, technology, products, services, management, competitive position and strategic business goals and objectives, (ii) general economic, industry and financial market conditions, (iii) geopolitical conditions (including, without limitation, tariffs) which are affecting Milacron's business, and (iv) opportunities and competitive factors within Milacron's industry;



•

the prospects and likelihood of realizing superior benefits through remaining an independent company, risks associated with remaining an independent company, and possible alternative business strategies;



•

the potential for other third parties to enter into strategic relationships with or to seek to acquire Milacron, including a review of Milacron's dealings with other possible buyers in the past and assessment of the likelihood that a third party would offer a higher price than the price per share offered by Hillenbrand;



•

the timing of the merger and the risk that if Milacron does not accept the Hillenbrand offer now (as provided for in the merger agreement), it may not have another opportunity to do so or to accept a comparable opportunity;



•

the value of the merger consideration offered pursuant to the merger agreement represents a substantial premium above Milacron's current stock price;



•

the stock component of the merger consideration will provide Milacron stockholders with ownership of approximately 15.6% of the combined company, based on the number of shares of Hillenbrand common stock issued and outstanding as of a recent date, and will therefore allow Milacron stockholders to participate in the anticipated earnings and growth of the combined company, as well as any synergies resulting from the merger, while the cash portion of the merger consideration will provide liquidity and certainty of value upon consummation of the merger;



•

the amount of cash and the number of shares of Hillenbrand common stock to be received for each outstanding share of Milacron common stock are fixed and will not be reduced if the share price of Milacron common stock declines prior to the effective time of the merger or if the share price of Hillenbrand common stock increases prior to the effective time, and the terms of the merger agreement do not include termination rights based on an increase in the market price of Hillenbrand common stock relative to the market price of Milacron common stock;



•

the fact that representatives of Milacron and Barclays conducted a review of Milacron's strategic alternatives and in connection therewith, contacted numerous potential counterparties regarding their interest in a potential acquisition of Milacron;



•

the belief of the Milacron Board that it is preferable to enter into the merger agreement with Hillenbrand instead of any of the other bidders in the strategic alternatives process in light of the prices offered by those other bidders and in light of the fact that those other bidders made significantly less progress on due diligence, particularly in light of (i) the risk that continuing with the strategic process was unlikely to result in a transaction at a more attractive price than offered by Hillenbrand in the merger and that a "failed" attempt to sell Milacron could be detrimental to Milacron and (ii) the fact that Milacron would be permitted, under circumstances

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described in the merger agreement, to terminate the merger agreement in order to enter into an agreement with respect to a "superior proposal" after giving Hillenbrand the opportunity to match the superior proposal and upon payment of a termination fee equal to 3.375% of the equity value of Milacron;

•

the fact that, under the terms of the merger agreement, Hillenbrand has agreed to use reasonable best efforts to do all things necessary, proper or advisable under applicable law to consummate the merger as promptly as reasonably practicable, including taking any and all actions necessary to obtain all approvals, consents, registrations, permits, authorizations, licenses, waivers and other confirmations required to be obtained from any governmental authority that are necessary to consummate the transactions contemplated by the merger agreement, including taking certain actions such as divesting assets, modifying its course of conduct, terminating existing relationships or contractual obligations, terminating a venture or other arrangement; provided that Hillenbrand is not required to agree to take or take any divestiture action that would cause a burdensome divestiture condition, as described in greater detail under the heading "The Merger Agreement—Covenants and Agreements—Efforts" beginning on page 116.



•

the fact that representatives of Milacron and Ropes conducted a satisfactory reverse due diligence investigation of Hillenbrand;



•

the belief of the Milacron Board that an acquisition by Hillenbrand has a reasonable likelihood of closing without potential issues under applicable antitrust and competition laws or potential issues from any regulatory authorities;



•

the fact that the adoption of the merger agreement is not subject to the approval of Hillenbrand's shareholders;



•

the absence of a financing condition to the closing of the merger, and Hillenbrand's representations and warranties relating to the availability of funds and solvency;



•

(i) the financial analyses presented by Barclays to the Milacron Board and (ii) the opinion of Barclays, dated as of July 12, 2019, that the merger consideration to be paid to Milacron stockholders in the merger is fair, from a financial point of view, to Milacron stockholders (other than Hillenbrand and its affiliates);



•

the fact that Milacron will no longer exist as an independent public company and Milacron stockholders will forego any future increase in its value as an independent public company that might result from its possible growth;



•

the possible negative effect of the merger and public announcement of the merger on Milacron's financial performance, operating results and stock price and Milacron's relationships with customers, suppliers, other business partners, management and employees;



•

the fact that the merger agreement (i) precludes Milacron from actively soliciting competing acquisition proposals and (ii) obligates Milacron (or its successor) to pay Hillenbrand a termination fee equal to 3.375% of the equity value of Milacron under specified circumstances, which could discourage the making of a competing acquisition proposal or adversely impact the price offered in such a proposal;



•

the fact that the merger agreement imposes restrictions on the conduct of Milacron's business in the pre-closing period, which may adversely affect Milacron's business in the event the merger is not completed (including by delaying or preventing Milacron from pursuing business opportunities that may arise or precluding actions that would be advisable if Milacron were to remain an independent company);

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•

the risks involved with the merger and the likelihood that Milacron and Hillenbrand will be able to complete the merger, the possibility that the merger might not be consummated and Milacron's prospects going forward without the combination with Hillenbrand;



•

the substantial transaction expenses to be incurred in connection with the merger and the negative impact of such expenses on Milacron's cash reserves and operating results should the merger not be completed;



•

the number of shares of Hillenbrand common stock to be received for each outstanding share of Milacron common stock is fixed and will not be increased to compensate Milacron stockholders in the event of a decline in the share price of Hillenbrand common stock or an increase in the share price of Milacron common stock prior to the effective time of the merger, and that the terms of the merger agreement do not include termination rights for Milacron triggered in the event of an increase in the value of Milacron relative to the value of Hillenbrand;



•

all known interests of directors and executive officers of Milacron in the merger that may be different from, or in addition to, their interests as stockholders of Milacron or the interests of Milacron's other stockholders generally, including that certain officers of Milacron are entitled to severance and other benefits pursuant to agreements with Milacron in connection with the consummation of the merger; and



•

together with all other factors the Milacron Board deemed relevant.

Opinion of Milacron's Financial Advisor

        Milacron engaged Barclays to act as its financial advisor with respect to pursuing strategic alternatives for Milacron, including a possible sale of Milacron, pursuant to an engagement letter dated March 20, 2019. On July 11, 2019, Barclays rendered its oral opinion (which was subsequently confirmed in writing on July 12, 2019) to the Milacron Board that, from a financial point of view, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the merger consideration to be received by the stockholders of Milacron is fair to such stockholders.

        The full text of Barclays' written opinion, dated as of July 12, 2019, is attached as Annex B to this proxy statement/prospectus. Barclays' written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays' opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

        Barclays' opinion, the issuance of which was approved by Barclays' Valuation and Fairness Opinion Committee, is addressed to the Milacron Board, addresses only the fairness, from a financial point of view, of the merger consideration to be received by the stockholders of Milacron and does not constitute a recommendation to any stockholder of Milacron as to how such stockholder should vote with respect to the merger or any other matter. The terms of the merger were determined through arm's-length negotiations between Milacron and Hillenbrand and were unanimously approved by the Milacron Board. Barclays did not recommend any specific form of consideration to Milacron or that any specific form of consideration constituted the only appropriate consideration for the merger. Barclays was not requested to address, and its opinion does not in any manner address, Milacron's underlying business decision to proceed with or effect the merger, the likelihood of the consummation of the merger, or the relative merits of the merger as compared to any other transaction in which Milacron may engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the merger

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consideration to be received by the stockholders of Milacron in the merger. No limitations were imposed by the Milacron Board upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

        In arriving at its opinion, Barclays, among other things:

•

reviewed and analyzed a draft of the merger agreement, dated as of July 11, 2019, and the specific terms of the merger;



•

reviewed and analyzed publicly available information concerning Milacron and Hillenbrand that Barclays believed to be relevant to its analysis, including Milacron's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019 and Hillenbrand's Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2018 and March 31, 2019;



•

reviewed and analyzed financial and operating information with respect to the business, operations and prospects of Milacron furnished to Barclays by Milacron, including financial projections of Milacron prepared by Milacron's management;



•

reviewed and analyzed financial and operating information with respect to the business, operations and prospects of Hillenbrand furnished to Barclays by Hillenbrand, including financial projections of Hillenbrand prepared by Hillenbrand's management;



•

reviewed and analyzed a trading history of Milacron common stock as a multiple of certain financial metrics from July 10, 2016, to July 10, 2019 and a comparison of that trading history with Hillenbrand and those of other companies that Barclays deemed relevant;



•

reviewed and analyzed a comparison of the present and projected financial condition of Milacron and Hillenbrand with each other and with those of other companies that that Barclays deemed relevant;



•

reviewed and analyzed published estimates of independent research analysts with respect to the future financial performance and price targets of Milacron and Hillenbrand;



•

reviewed and analyzed the results of Barclays' efforts to solicit indications of interest from third parties with respect to a sale of Milacron;



•

reviewed and analyzed a comparison of the financial terms of the merger with the financial terms of certain other transactions that Barclays deemed relevant;



•

had discussions with the management of Milacron concerning its business, operations, assets, financial condition and prospects; and



•

had undertaken such other studies, analyses and investigations as Barclays deemed appropriate.

        In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and has not assumed responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of management of Milacron that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of Milacron, upon advice of Milacron, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Milacron as to Milacron's future financial performance and that Milacron would perform in accordance with such projections. Furthermore, with respect to the financial projections of Hillenbrand, upon the advice of Milacron, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the

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management of Hillenbrand as to the future financial performance of Hillenbrand and that Hillenbrand would perform in accordance with such projections. In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of Milacron or Hillenbrand and did not make or obtain any evaluations or appraisals of the assets or liabilities of Milacron or Hillenbrand. Barclays' opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, July 11, 2019. In addition, Barclays expressed no opinion as to the prices at which shares of Milacron common stock would trade at any time following the announcement of the merger or the prices at which the shares of Hillenbrand common stock would trade following the announcement or consummation of the merger. Barclays' opinion should not be viewed as providing any assurance that the market value of Hillenbrand common stock to be held by the stockholders of Milacron after the consummation of the merger will be in excess of the market value of the shares of Milacron common stock owned by such stockholders at any time prior to the announcement or consummation of the merger. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after July 11, 2019.

        Barclays assumed that the executed merger agreement would conform in all material respects to the last draft reviewed by Barclays. Additionally, Barclays assumed the accuracy of the representations and warranties contained in the merger agreement and all the agreements related thereto. Barclays also assumed, upon the advice of Milacron, that all material governmental, regulatory and third party approvals, consents and releases for the merger would be obtained within the constraints contemplated by the merger agreement and that the merger will be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the merger, nor did Barclays' opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood Milacron had obtained such advice as it deemed necessary from qualified professionals.

        In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of Milacron common stock but rather made its determination as to fairness, from a financial point of view, to the stockholders of Milacron of the consideration to be received by such stockholders in the merger on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

        In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

Summary of Material Financial Analyses

        The following is a summary of the material financial analyses used by Barclays in preparing its opinion to the Milacron Board. The summary of Barclays' analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays' opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and

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relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

        For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Milacron or any other parties to the merger. No company, business or transaction considered in Barclays' analyses and reviews is identical to Milacron, Hillenbrand, Merger Sub or the merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays' analyses and reviews. None of Milacron, Hillenbrand, Merger Sub, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays' analyses and reviews are inherently subject to substantial uncertainty.

        The summary of the financial analyses and reviews summarized below include information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays' analyses and reviews.

Selected Comparable Company Analysis

        In order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of Milacron common stock and Hillenbrand common stock by reference to those companies, Barclays reviewed and compared specific financial and operating data relating to Milacron and Hillenbrand, respectively, with selected companies that Barclays, based on its experience in the plastics processing and broader industrial equipment manufacturing industry, deemed comparable to Milacron and Hillenbrand, respectively. The selected comparable companies with respect to Milacron were:

•

Lincoln Electric Holdings, Inc.



•

Barnes Group Inc.



•

Colfax Corporation



•

ITT, Inc.



•

Rexnord Corporation



•

Columbus McKinnon Corporation



•

Haitian International Holdings Limited



•

Kennametal, Inc.



•

Donaldson Company, Inc.

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•

Graco Inc.



•

IDEX Corporation



•

John Bean Technologies Corporation



•

Nordson Corporation

        Among this universe of comparable companies, based on the exercise of Barclays' professional judgment and experience, Barclays selected a subset of "Milacron Core Comparables" (or "Milacron Core Comps") which served as the basis for determining the ranges discussed elsewhere herein. This list of "Milacron Core Comps" included:

•

Lincoln Electric Holdings, Inc.



•

Barnes Group Inc.



•

Colfax Corporation



•

ITT, Inc.



•

Rexnord Corporation



•

Columbus McKinnon Corporation



•

Haitian International Holdings Limited



•

Kennametal, Inc.

        The selected comparable companies with respect to Hillenbrand (the "Hillenbrand Comps") were:

•

Lincoln Electric Holdings, Inc.



•

Barnes Group Inc.



•

Colfax Corporation



•

ITT, Inc.



•

Rexnord Corporation



•

Columbus McKinnon Corporation



•

Kennametal, Inc.



•

Service Corporation International



•

Carriage Services, Inc.



•

Matthews International Corporation

        Barclays calculated and compared various financial multiples and ratios of Milacron and Hillenbrand and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed Milacron's enterprise value to certain forward-looking financial criteria (such as earnings before interest, taxes, depreciation and amortization, or EBITDA). The enterprise value of each company was obtained by adding its short and long-term debt to the sum of the market value of its common equity and the book value of any non-controlling interest, and subtracting its cash and cash equivalents. All of these calculations were performed and based on publicly available financial data (that Barclays obtained from public filings, public news sources and public third-party equity research) and closing prices as of July 10, 2019, the last trading date prior to

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the delivery of Barclays' opinion. The results of this selected comparable company analysis are summarized below:

Milacron Core Comps